Chipotle Mexican Grill (CMG) 10-K risk factor changes: FY2025 vs FY2024

[removed: However,] [added: Food safety is our top priority, and we dedicate significant resources to ensuring that our food products are safe; however,] even [removed: with] strong preventative controls and interventions from farm to [removed: restaurant, food safety risks] [added: restaurant] cannot [removed: be] completely [removed: eliminated.][added: eliminate food safety risks.]

Incidents of food-borne illnesses [added: have occurred and may] continue to occur in [removed: the restaurant and retail food industries] [added: our] and [removed: incidents may result] [added: other restaurants resulting] from the failure of restaurant employees to properly cook or maintain [removed: our ingredients,] [added: ingredients;] employees or guests entering [removed: our] [added: a] restaurant while infected with communicable [removed: diseases,] [added: diseases;] or contaminated ingredients resulting from the failure of [removed: one of our suppliers] [added: a supplier, distributor or employee] to execute food safety preventive controls.

Any report, legitimate or rumored, of food-borne illness caused by pathogens such as E. coli, hepatitis A, norovirus, listeria, Campylobacter, Clostridium perfringens or salmonella, or other food safety issues, such as food [removed: tampering] [added: tampering, contamination] or [removed: contamination,] [added: natural or foreign objects,] at one of our restaurants could adversely affect our reputation and have a negative impact on our sales.

In addition, instances of food-borne illness or food safety issues that occur solely at competitors’ [removed: restaurants,] [added: restaurants or at] suppliers or distributors (even if we do not work with them) could result in negative publicity about the restaurant industry and adversely impact our sales.

We may [removed: be at a] [added: have] higher risk for food safety incidents than some [removed: competitors due to] [added: of] our [removed: greater] [added: competitors because we] use [removed: of] fresh, unprocessed produce, [removed: handling of] [added: handle] raw chicken in our restaurants, [removed: our reliance] [added: rely] on employees cooking with traditional methods and [removed: the lack of] [added: don't use] artificial preservatives [removed: and] [added: or] frozen ingredients in our menu items.

The risk of illnesses associated with our food also may increase due to our delivery [removed: or] [added: and] catering businesses, in which our food is transported, stored and/or served in conditions that are not under our control.

In addition, real or perceived concerns about [removed: emerging] [added: pervasive chemicals and substances in the U.S.] food [removed: safety issues,] [added: supply chain,] such as phthalates, per- and polyfluoroalkyl substances ("PFAS"), microplastics or heavy [removed: metals in] [added: metals, have been] the [removed: U.S. food supply chain,] [added: subject of increased regulatory scrutiny and lawsuits against us and other restaurant companies, which] could impact consumers’ confidence in the restaurant industry and reduce restaurant sales.

Failure to maintain the [removed: reputation] [added: value] and [removed: relevance] [added: reputation] of the Chipotle brand could negatively impact our financial results*.*

Incidents that could erode trust in our brand include actual or perceived food safety or food-borne illnesses; allegations of [removed: unethical, racially-biased, inequitable,] [added: unethical] or [removed: socially irresponsible] [added: unprofessional] behavior by employees and/or guests; privacy breaches or violations of privacy laws; safety-related incidents occurring in or around our restaurants; guest perceptions regarding smaller entrée portion sizes; or other events or incidents described in this risk factors section.

Social media, video-sharing, networking, and gaming and messaging platforms dramatically increase the speed [removed: with] [added: and reach at] which negative publicity is disseminated, often before we have a meaningful opportunity to investigate, respond to and address an issue.

Additionally, consumer demand for our products and our brand value could diminish significantly if we, our employees or business partners fail to comply with applicable laws and regulations, take [removed: controversial] positions or [removed: actions,] [added: actions that may be considered controversial,] fail to deliver a consistently positive guest experience or fail to foster an inclusive and welcoming environment.

The restaurant industry is highly competitive [removed: with respect to taste preferences,] [added: on factors such as taste,] price, food quality and selection, customer service, brand reputation, digital engagement, advertising and promotional initiatives, and the location, attractiveness and maintenance of restaurants.

We also compete with non-traditional market participants, such as “convenience meals” in the form of entrées, side dishes or meal preparation kits from grocery stores, meal kit delivery services, and “ghost” or “dark” kitchens, where meals are prepared at separate takeaway premises rather than a [removed: restaurant, and with delivery aggregators and food delivery services, which provide consumers with convenient access to a broad range of competing restaurant chains and food retailers, particularly in urbanized areas, and may form a closer relationship with our guests.][added: restaurant.]

If guest tastes or dietary preferences change, if our marketing efforts are unsuccessful, or if [removed: our restaurants] [added: we] are unable to compete successfully with other restaurant [removed: outlets,] [added: concepts,] our business could be adversely affected.

The [removed: increasing] use of these claims by competitors, [removed: regardless of the accuracy of] [added: even if] such [removed: claims,] [added: claims are not accurate or comparable,] may lessen our differentiation and make it more difficult for us to compete.

Over [removed: 15%] [added: 16%] of our [removed: 2024] [added: 2025] food and beverage revenue consisted of delivery orders for which we are reliant on third-party delivery companies.

Depending on which ordering platform a guest uses – our [added: brand] platform or the third-party delivery [removed: service] platform – the delivery fee we collect from the guest may be less than the actual delivery cost.

If the third-party delivery companies we [removed: utilize] [added: use] increase the fees they charge users or give greater priority or promotions on their platforms to other restaurants, our delivery business and our sales may be negatively impacted.

If we are not able to hire, [removed: develop] [added: train] and retain qualified restaurant employees and/or appropriately plan our workforce, our growth plan and profitability could be adversely affected.

We have experienced and may continue to experience challenges in hiring and retaining restaurant employees and in maintaining full restaurant staffing in various locations, which [removed: has] [added: may have] resulted in longer wait times for guest orders, temporary closures of the digital make line and decreased employee and guest satisfaction.

[removed: Anticipated changes] [added: Changes] in immigration laws [removed: and regulations] could decrease the [removed: pool] [added: number] of [added: potential] candidates with legal work authorization, [removed: cause disruption in] [added: disrupt] the workforce for [removed: all] companies that rely on hourly workers and increase the costs, time and requirements to hire new employees.

In addition, [added: our] failure to adequately monitor and proactively respond to employee dissatisfaction could lead to poor guest satisfaction, higher turnover, litigation and unionization efforts, which could negatively impact our financial results.

[removed: All of these] [added: These] regulations impose additional obligations on us, which could increase our operating costs, and our failure to comply with any of these regulations could subject us to penalties and other legal [removed: liabilities, which could adversely affect our ability to attract and retain employees and our results of operations, and potentially cause us to close or reduce operating hours of some restaurants in these jurisdictions.][added: liabilities.]

For example, in 2022 we settled a complaint alleging that we violated New York City’s Fair Workweek law and Earned Safe and Sick Time Act, and we [removed: have undergone several audits] [added: currently are cooperating with a second audit by New York City] of our compliance with employment law requirements, which could result in additional liabilities.

Our [added: potential] liability [removed: exposure] for these employment laws and regulations may be higher than our restaurant peers [removed: because we have more employees, since we are] [added: because, as] one of the largest restaurant companies that owns and operates all our [removed: restaurants, while] [added: restaurants in the U.S. and Canada, we have more employees than] most of our restaurant [removed: peers] [added: peers, which] franchise some or a significant portion of their operations.

[removed: Our profitability has been and] [added: Increases] could [removed: continue to] be [removed: adversely impacted by increases in labor costs, including wages and health benefits, which are some of our most significant costs, including increases] triggered by federal, state and local laws governing matters such as minimum wages, meal and rest breaks and changes to eligibility for overtime pay; regulations regarding scheduling and benefits; increased health care and workers’ compensation insurance costs; and higher wages and benefit costs necessary to attract, hire and retain high-quality employees with the right skill sets in a highly competitive job market.

In addition, state and local laws may require wage [removed: increases and standards] [added: increases, restrictions] on working hours and other factors that would restrict our flexibility to respond to market conditions and increase our costs without corresponding benefits.

A failure to maintain appropriate organizational capability to support our strategic initiatives, a failure to implement appropriate [added: leadership] development programs and build adequate bench strength with key skillsets, or a failure to effectively manage our leadership succession, could jeopardize our ability to meet our business performance expectations and growth targets.

Breaches or other unauthorized access, theft, modification or destruction of guest and/or employee [removed: personal,] [added: personal information, or Chipotle] confidential or [removed: other material] [added: proprietary] information that is stored in our [added: information technology] systems or by third parties [removed: on our behalf] could damage our reputation and expose us to potential [removed: liabilities.][added: liabilities and loss of revenue.]

As our [removed: reliance] [added: dependence] on technology has grown, the scope and severity of potential risks from [removed: cyber] [added: cyber-attacks and security] threats [removed: has] [added: have] increased.

Many of our information technology systems [removed: also] [added: and the systems of our third-party business partners (whether cloud-based or hosted in proprietary servers)] contain [added: personal, financial or other information of our guests, employees, and business partners, and] confidential information about our business, such as business strategies, [added: financial results,] development [removed: initiatives and designs,] [added: initiatives,] and confidential information about third parties, such as suppliers.

Similar to many other restaurant companies, we have in the past experienced, and we expect to continue to experience, cyber-attacks, including phishing, and other attempts to breach, or gain unauthorized access to, our systems and [removed: databases.][added: databases and we expect the number and frequency of these attempts to increase as the scope and scale of our technology footprint and digital operations increases.]

[removed: Individuals] [added: In addition, individuals] performing work for us and [removed: these third parties also] [added: our third-party business partners] may access some of this data, including on personally owned digital devices.

To the extent we, a third party or [added: any] such [removed: an] individual were to experience a breach of our or their information technology systems that results in the unauthorized access, theft, use, destruction or other compromises of guests’ or employees’ data or confidential information of [removed: Chipotle stored in or transmitted through such systems,] [added: Chipotle,] including through cyber-attacks or other external or internal methods, it could [removed: result in a material loss of revenues from the potential] [added: have an] adverse impact [removed: to] [added: on] our reputation and [removed: brand,] [added: brand and we could experience] a [added: material loss of revenues, a] decrease in our ability to retain guests or attract new ones, the imposition of potentially significant costs (including loss of data or payment for recovery of data) and liabilities, loss of [removed: business, loss of] business partners and [removed: licensees and] the disruption to our supply [removed: chain, business] [added: chain] and [added: business] plans.

[removed: The] [added: We expect that the] rapid evolution and increased adoption of artificial intelligence [removed: technologies may intensify our cybersecurity] [added: have heightened and will continue to heighten those] risks.

Given the increasing complexity and sophistication of techniques used by bad actors to obtain unauthorized access to or disable information technology systems, and the fact that cyberattacks are being made by groups and individuals with a wide range of expertise and motives, it is increasingly difficult to [removed: anticipate and] [added: anticipate,] defend against [removed: cyberattacks,] and [removed: a cyberattack could occur and persist for an extended period of time before being detected.][added: detect cyberattacks.]

Such security breaches also could result in a violation of applicable U.S. and international privacy, cyber and other laws or trigger data breach notification laws, including [removed: new disclosure rules promulgated by] [added: under] the [removed: SEC,] [added: SEC’s disclosure rules,] and subject us to private third party or securities litigation and governmental investigations and proceedings, any of which could result in our exposure to material civil or criminal liability.

These [removed: privacy] [added: privacy, consumer protection,] and data protection laws and regulations are quickly evolving, with new or modified laws and regulations proposed and implemented frequently and existing laws and regulations subject to new or different interpretations and enforcement.

Complying with these laws and regulations [removed: can be] [added: is] costly and can delay or impede the development of new [removed: services.][added: services or the continued use of existing services or data.]

If we fail or are perceived to have failed to comply with applicable [removed: privacy] [added: privacy, consumer protection,] and data protection laws, or [removed: fail] to properly respond to or honor [removed: consumer] [added: individual] requests under [removed: any of the foregoing privacy] [added: such] laws, we [removed: could be subject to] [added: may face] enforcement [removed: actions and] [added: actions,] regulatory investigations, [added: and oversight, consent orders limiting our ability to use data] or [added: requiring data or model disgorgement, or] claims for damages by guests and other affected [removed: individuals or parties, or incur fines and damage to our brand reputation, any of which could have a material adverse effect on our operations, financial performance, and business.][added: parties.]

Delivery aggregators and food delivery services, which provide consumers with convenient access to a broad range of competing restaurant chains and food retailers, particularly in urbanized areas, may direct potential customers to other restaurants based on paid placements, online reviews and other factors, and may form a closer relationship with our guests.

If we increase our menu prices on third-party delivery platforms to cover higher delivery fees, we may not be competitive with other restaurant options offered on that platform.

Our profitability has been and could continue to be adversely impacted by increases in labor costs, including wages and health benefits, which are some of our most significant costs.

We continue to invest in and utilize emerging technologies that have potential to make business tasks easier, more efficient and less labor intensive, including artificial intelligence and machine learning.

These new technologies may not deliver the expected efficiencies and could expose us to new risks, including risks related to cybersecurity, data privacy, inaccuracies, hallucinations, bias or discrimination and claims of intellectual property infringement.

A cyberattack could occur and persist for an extended period of time before we detect it.

The matters could result in regulatory fines, civil actions, reputational harm, any of which could materially adversely effect on our operations, financial performance, and business.

Several states have adopted, and others are considering adopting, extended producer requirement (EPR) laws covering end-of-life management of packaging, which aim to reduce waste and encourage sustainable product design through fees and processing requirements.

We could incur shortages of or increased costs for certain food packaging we use due to changes made by our suppliers to comply with these EPR laws.

As of December 31, 2025, we had 14 international partner-operated Chipotle restaurants in the Middle East in partnership with the Alshaya Group, and we have plans to open more partner-operated Chipotle restaurants in the Middle East, Mexico and Asia.

Risks Related to Macroeconomic Conditions

Our financial condition and results of operations have been, and may continue to be, adversely affected by a number of macroeconomic and other factors, many of which are largely outside our control.

A prolonged economic downturn or slow recovery may reduce consumer spending, leading to lower demand or shifts to lower-priced options.

Factors such as unemployment, inflation, interest rate changes, taxes, access to credit, public health crises, trade disputes, and geopolitical instability can all impact consumer behavior, including discretionary spending, potentially reducing demand for our products.

If economic uncertainty persists, guests may adopt lasting changes in spending habits, potentially affecting our sales, profitability, and growth plans.

Our operating results have been, and will continue to be, subject to a number of other macroeconomic and other factors, many of which are largely outside our control.

Any one or more of the factors listed below could have a material adverse impact on our business, financial condition, or results of operations:

- Rising real estate costs in certain markets;

- Supply chain disruptions;

- Climate change and extreme weather affecting costs and availability of ingredients;

- Changes in tax laws and government regulations, such as the One Big Beautiful Bill Act, enacted in the U.S. in July 2025;

- Adverse litigation outcomes;

- Inflation and interest rate fluctuations;

- Natural or man-made disasters disrupting major markets;

- Government shutdowns and election-related impacts globally, including regime change and political and civil unrest;

- Terminations of or changes in existing trade agreements among the countries in which we purchase ingredients; and

- Tariffs imposed on commodities or goods, including recent tariffs imposed or threatened to be imposed by the U.S. on other countries, and any retaliation measures taken by such countries.

Failure to meet market expectations for our financial performance or any announced guidance will likely adversely affect the market price and increase the volatility of our stock, and fluctuations in the stock market as a whole may also impact the market price and volatility of our stock.

We have in the past failed, and may in the future fail, to meet our forecasted guidance or market expectations, which has adversely affected, and could in the future adversely affect, the market price of our stock.

Any guidance we provide is based on certain assumptions at the time the guidance is given, which may or may not prove to be correct.

Failure to meet announced guidance or market expectations of future results, particularly with respect to our operational and financial results and shareholder returns, whether due to our assumptions not being met or the impact of various risks and uncertainties, will likely result in either or both a decline in or increased volatility in the market price of our stock.

In addition, price and volume fluctuations in the stock market as a whole may affect the market price of our stock in ways that may be unrelated to our financial performance.

- macroeconomic conditions described above.

A significant or sudden decrease in our stock price could entice an activist shareholder to initiate a campaign against the Company.

If we are the target of public activism, it could cause us to incur significant costs, including legal expenses, divert the attention of our management and Board, create uncertainty about our strategic direction and cause stock price volatility that is unrelated to our business fundamentals.

Food safety is our top priority, and we dedicate significant resources to ensuring that our guests enjoy safe, high-quality food products.

Our investments in technology and automation to transform and enhance the experience of our employees and guests may not generate the expected results.

We have launched several initiatives to make our food preparation and cooking processes more efficient and drive a better experience for our employees and consumers, most of which are still moving through our “stage gate” development and evaluation process.

These initiatives include a dual sided plancha, which is our cooking grill; an automated produce slicer; an automated make line by Hyphen, which would automatically assemble guest ordered bowls and salads; and Autocado, an automated avocado processing device that cuts, cores and scoops avocados.

We have invested significant time and resources into developing and testing these technologies, but there can be no guarantee that all or any of them will be widely deployed throughout our restaurant network or, if deployed, will materially improve employee or guest experience or our financial performance.

We also continue to build upon our investments in digital ordering and guest engagement to enhance guest experience and strengthen our ties with our guests.

If these initiatives are not ultimately deployed or if we do not fully realize the intended benefits of these significant investments, our business results may suffer.

As the delivery industry consolidates, delivery companies gain greater leverage in negotiating the terms of contracts and increasing pricing, which in turn could negatively impact our profits from this channel.

For example, in 2024 California required national restaurant chains, including Chipotle, to pay a minimum $20 per hour wage to California restaurant workers, which minimum wage may be increased annually by a state-appointed council.

Other states, counties and cities are considering similar regulations.

Many of our information technology systems (whether cloud-based or hosted in proprietary servers), including those used for our point-of-sale, web and mobile platforms, online and mobile payment systems, delivery services and rewards programs and administrative functions, contain personal, financial or other information that is entrusted to us by our guests, business partners and employees.

To date, these attacks have not had a material impact on our operations, but we cannot provide assurance that they will not have an impact in the future.

Our third-party providers’ and business partners’ information technology systems and databases are subject to similar risks.

The number and frequency of these attempts varies from year to year and increases as the scope and scale of our technology footprint and digital operations increases.

In addition, we provide guest and employee data, as well as confidential information important to our business to third parties.

Media or other reports of existing or perceived security vulnerabilities in our systems or those of our third-party business partners or service providers can also adversely impact our brand and reputation and negatively impact our business.

Additionally, the techniques and sophistication used to conduct cyber-attacks and compromise information technology systems, as well as the sources and targets of these attacks, change frequently and are often not recognized until such attacks are launched or have been in place for a period of time.

The rapid evolution and increased adoption of artificial intelligence technologies amplifies these concerns.

We continue to make significant investments in technology, third-party services and employees to develop and implement systems and processes that are designed to anticipate cyber-attacks and to prevent or minimize breaches of our information technology systems or data loss, but these security measures cannot provide assurance that we will be successful in preventing such breaches or data loss.

For example, Europe’s General Data Protection Regulation (“GDPR”) and the U.K. General Data Protection Regulation (which implements the GDPR into U.K. law), impose stringent data protection requirements and provide for significant penalties for noncompliance.

Additionally, the California Consumer Privacy Act (“CCPA”) requires, among other things, covered companies to provide specified disclosures to California consumers and allows them to exercise certain rights in connection with their personal information, such as the right to opt-out of certain sales of personal information and to request deletion of personal information (subject to certain exceptions).

The CCPA also provides for civil penalties for violations as well as a private right of action for data breaches that may increase data breach litigation.

Further, the California Privacy Rights Act, which became effective in January 2023, significantly modified the CCPA to include additional compliance obligations.

Since the CCPA was first passed, 19 other states have enacted similar data privacy legislation, eight of which are in effect as of the end of 2024.

In addition, a number of other states have passed or are considering additional privacy laws, including laws on health data and biometric data that are in effect, or are expected to take effect in the near future.

These state privacy laws will require us to incur additional costs and expenses in our efforts to comply.

Ongoing global conflicts have disrupted and could continue to disrupt some shipping routes, which could result in shortages or delays of certain ingredients and packaging.

In 2024, the first licensed Chipotle restaurants opened in Kuwait and Dubai in partnership with international franchise retail operator Alshaya Group, and there are plans to open more licensed restaurants in other areas in the Middle East.

The market price of our common stock may be more volatile than the market price of our peers.

We believe the market price of our common stock generally has traded at a higher price-earnings ratio than stocks of most of our peer companies as well as the overall market, which typically has reflected market expectations for higher future operating results.

At any given point in time, our price-earnings ratio may trade at more than twice the price-earnings ratio of the S&P 500.

Also, the trading market for our common stock has been volatile at times, including because of adverse publicity events.

As a result, if we fail to meet market expectations for our operating results in the future, any resulting decline in the price of our common stock could be significant.

In addition, investors, guests and other stakeholders increasingly are focusing on sustainability matters and related disclosures.

In addition, statements about our sustainability-related initiatives and goals, and progress toward those goals, may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.

If we are unable to meet our sustainability-related goals or evolving stakeholder or industry expectations and standards, or if we are perceived to have not responded appropriately to the growing concern for sustainability issues, investors, guests and other stakeholders may choose to patronize a competitor that they perceive to be more responsive, and our reputation, business or financial condition may be adversely affected.

If our sustainability-related data, processes and reporting are incomplete or inaccurate, or if we fail to achieve progress with respect to our sustainability goals on a timely basis, or at all, our reputation, business, financial performance and growth could be adversely affected.

There is growing concern that climate change and global warming has caused and may continue to cause more severe, volatile weather or extended droughts, which could increase the frequency and duration of weather impacts on our operations.

General Risk Factors

Economic and business factors that are largely beyond our control may adversely affect consumer behavior and our financial results.

“Financial Statements and Supplementary Data.” This section of the Form 10-K generally discusses [removed: 2024] [added: 2025] items and year-to-year comparisons of [removed: 2024] [added: 2025] to [removed: 2023.][added: 2024.]

Discussions of [removed: 2022] [added: 2023] items and year-to-year comparisons of [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 on our Annual Report on Form 10-K for the year ended December 31, [removed: 2023.][added: 2024.]

As of December 31, [removed: 2024,] [added: 2025,] we owned [removed: 3,644] [added: 3,938] Chipotle restaurants throughout the United States, and [removed: 82] [added: 104] international Chipotle restaurants.

Additionally, we had [removed: three] [added: 14] international [removed: licensed] [added: partner-operated] restaurants.

We manage our U.S. operations based on [removed: ten] [added: 11] regions and aggregate our operations to one reportable segment.

Throughout “Management’s Discussion and Analysis of Financial Condition and Results of Operations” we [removed: commonly] discuss the following key operating metrics which we believe will drive our financial results and long-term growth model.

[removed: 2024] [added: 2025] Financial Highlights, year-over-year:

- Total revenue increased [removed: 14.6%] [added: 5.4%] to [removed: $11.3] [added: $11.9] billion

[removed: -] [added: |] Comparable restaurant sales [removed: increased] [added: increase/(decrease) | | | | | | | | | | | | | | | | | | | | | (1.7%) | | | | | |] 7.4% [added: | | | | | | | | |]

- Diluted earnings per share was [removed: $1.11,] [added: $1.14,] a [removed: 24.7%] [added: 2.7%] increase from [removed: $0.89][added: $1.11]

*Sales Trends.* Comparable restaurant sales [removed: increased 7.4%] [added: decreased 1.7%] for the year ended December 31, [removed: 2024.][added: 2025.]

Comparable restaurant sales represent the change in period-over-period total revenue for [added: company-owned] restaurants in operation for at least 13 full calendar months.

Digital sales represented [removed: 35.1%] [added: 36.7%] of total food and beverage revenue.

*Restaurant Development.* During the year ended December 31, [removed: 2024,] [added: 2025,] we opened [removed: 304] [added: 334 company-owned] restaurants, which included 257 restaurants with a Chipotlane.

We expect [removed: that at least] [added: around] 80% of our new company-owned restaurants will include a Chipotlane.

During the year ended December 31, [removed: 2024, three licensed] [added: 2025, 11 partner-operated] restaurants were opened in the Middle East.

| | | | [added: | | | | | |] Year ended December 31, | | | | | | | | | [added: | | | | | |]

| Beginning of period | | | [removed: 3,437] | | | | | | [removed: 3,187] | | | [added: | | | 3,726 | | | | | | 3,437 | | |]

| [removed: Chipotle openings] [added: Openings] | | | [removed: 304] | | | | | | [removed: 270] | | | [added: | | | 334 | | | | | | 304 | | |]

| [removed: Chipotle permanent] [added: Permanent] closures | | | [removed: (7)] | | | | | | [removed: (3)] | | | [added: | | | (13) | | | | | | (7) | | |]

| [removed: Chipotle relocations] [added: Relocations] | | | [removed: (8)] | | | | | | [removed: (12)] | | | [added: | | | (5) | | | | | | (8) | | |]

| Total at end of period | | | [removed: 3,726] | | | | | | [removed: 3,437] | | | [added: | | | 4,042 | | | | | | 3,726 | | |]

The following table details [removed: licensed] [added: partner-operated] restaurant unit data for the years indicated.

| Beginning of period | | | | | | | | | | | | | | | [removed: \-] [added: 3] | | | | | | \- | | |

| Total at end of period | | | | | | | | | | | | | | | [removed: 3] [added: 14] | | | | | | [removed: \-] [added: 3] | | |

| | | | [added: | | | | | | | | | | | |] Year ended December 31, | | | | | | | | | | | | Percentage | | | [added: | | | | | |]

| | | | [removed: 2024] | | | | | | [removed: 2023] | | | | | | [added: | | | | | | 2025 | | | | | | 2024 | | | | | |] change | | |

| | | | [added: | | | | | | | | | | | |] (dollars in millions) | | | | | | | | | | | | | | | [added: | | | | | |]

| Food and beverage revenue | | | [added: | | | | | | | | | | | | | | | | | |] $ | [removed: 11,247.4] [added: 11,866.1] | | | | | $ | [removed: 9,804.1] [added: 11,247.4] | | | | | [removed: 14.7%] [added: 5.5%] | | |

| Delivery service revenue | | | [removed: 66.5] | | | | | | [removed: 67.5] | | | | | | [removed: (1.6] | | [added: | | | | 59.6 | | | | | | 66.5 | | | | | | (10.4 | |] %) |

| Total revenue | | | [added: | | | | | | | | | | | | | | | | | |] $ | [removed: 11,313.9] [added: 11,925.6] | | | | | $ | [removed: 9,871.6] [added: 11,313.9] | | | | | [removed: 14.6%] [added: 5.4%] | | |

| Average restaurant sales (1) | | | [added: | | | | | | | | | | | | | | | | | |] $ | [removed: 3.213] [added: 3.104] | | | | | $ | [removed: 3.018] [added: 3.213] | | | | | [removed: 6.5%] [added: (3.4%)] | | |

| Comparable restaurant sales [removed: increase] | | | [removed: 7.4%] | | | | | | [removed: 7.9% | | | | | |] [added: (191.3)] | | |

| Transactions | | | [removed: 5.3%] | | | | | | [removed: 5.0%] | | | | | | | | | [added: | | | (2.9%) | | | | | | 5.3% | | | | | | | | |]

| Average check | | | [removed: 2.1%] | | | | | | [removed: 2.9%] | | | | | | | | | [added: | | | 1.2% | | | | | | 2.1% | | | | | | | | |]

| Menu price increase | | | [removed: 2.9%] | | | | | | [removed: 5.2%] | | | | | | | | | [added: | | | 2.1% | | | | | | 2.9% | | | | | | | | |]

| Check mix | | | [removed: (0.8] | | [added: | | | | | | | | | | | | | | | | (0.9 | |] %) | | | | [removed: (2.3] [added: (0.8] | | %) | | | | | | |

(1)Average restaurant sales refers to the average trailing 12-month food and beverage revenue for [added: company-owned] restaurants in operation for at least 12 full calendar months.

| For the period ended December 31, [removed: 2023] [added: 2025] | | | | | | | | | $ | [removed: 9,871.6] [added: 11,925.6] | |

[removed: |] [added: -] Comparable restaurant sales [removed: | | | | | | | | | 695.4 | | |][added: decreased 1.7%]

The decrease is attributable to lower transactions of 2.9%, partially offset by a 1.2% increase in average check.

For 2026, management is anticipating comparable restaurant sales to be about flat.

We expect to open approximately 350 to 370 restaurants in 2026, which includes 10 to 15 international partner-operated restaurants.

*Partner-Operated Restaurants*.

| | | | | | | | | | | | | | | | 2025 | | | | | | 2024 | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | 2025 | | | | | | 2024 | | |

| Openings | | | | | | | | | | | | | | | 11 | | | | | | 3 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Closures | | | | | | | | | (31.6) | | |

| Other (1) | | | | | | | | | 25.8 | | |

(1)Other includes the impact of gift card breakage adjustments, as $20.1 million of additional gift card breakage revenue was recorded during the year ended December 31, 2025 as compared to the year ended December 31, 2024.

| | | | 2025 | | | | | | 2024 | | | | | | change | | |

The decrease was primarily due to a 0.6% benefit from menu price increases and, to a lesser extent, cost of sales efficiencies.

These decreases were partially offset by 0.4% of inflation, primarily beef and chicken, and a 0.2% impact from tariffs enacted in 2025.

We estimate that the tariffs enacted in 2025 will impact food, beverage and packaging costs by about 15 basis points on an ongoing basis.

These estimates could vary based on future tariff policy changes.

| | | | 2025 | | | | | | 2024 | | | | | | change | | |

The increase was primarily due to a 0.7% impact from lower sales volumes and 0.4% from restaurant wage inflation.

This increase is partially offset by a 0.5% benefit from menu price increases.

| | | | 2025 | | | | | | 2024 | | | | | | change | | |

Occupancy costs increased 0.2% as a percentage of total revenue for the year ended December 31, 2025 compared to the year ended December 31, 2024.

The increase was due to the impact from lower sales volumes, as a 0.1% benefit from menu price increases was offset by expenses associated with new restaurants.

| | | | 2025 | | | | | | 2024 | | | | | | change | | |

The increase was due to the impact from several items, primarily 0.5% of higher marketing and promotional activities, 0.2% of lower sales volumes, and 0.2% of inflation in natural gas and electricity.

| | | | 2025 | | | | | | 2024 | | | | | | change | | |

| Stock-based compensation, excluding August 2024 retention awards | | | | | | | | | (31.8) | | |

| Performance bonuses | | | | | | | | | (28.0) | | |

| Legal services | | | | | | | | | 4.3 | | |

| Wages | | | | | | | | | 17.6 | | |

| Stock-based compensation, August 2024 retention awards | | | | | | | | | 17.7 | | |

| Other | | | | | | | | | 2.4 | | |

Depreciation and Amortization

| | | | 2025 | | | | | | 2024 | | | | | | change | | |

| Depreciation and amortization | | | $ | 361.4 | | | | | $ | 335.0 | | | | | 7.9% | | |

Depreciation and amortization remained flat as a percentage of total revenue for the year ended December 31, 2025 compared to the year ended December 31, 2024.

The increase is attributable to higher transactions of 5.3% and a 2.1% increase in average check.

For 2025, management is anticipating comparable restaurant sales growth in the low to mid-single digit range.

We expect to open approximately 315 to 345 company-owned restaurants in 2025.

*Licensing*.

*Cultivate Next Fund*.

Our Cultivate Next Fund is a venture formed to make early-stage investments into strategically aligned companies that further our purpose to Cultivate a Better World.

The Fund is authorized to invest up to $100.0 million, which is financed almost entirely by Chipotle.

As of December 31, 2024, we have made $63.0 million in investments through this Fund.

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | 2024 | | | | | | 2023 | | |

| Non-Chipotle openings | | | \- | | | | | | 1 | | |

| Non-Chipotle permanent closures | | | \- | | | | | | (6) | | |

| | | | | | | | | | | | | | | | 2024 | | | | | | 2023 | | |

| Licensed restaurant openings | | | | | | | | | | | | | | | 3 | | | | | | \- | | |

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Other | | | | | | | | | 2.8 | | |

The increase was due to higher usage of ingredients as we focused on ensuring consistent and generous portions, inflation across several ingredient costs, primarily avocados, and a protein mix shift from the Smoked Brisket limited time offering and a Braised Beef Barbacoa marketing initiative.

The 1.1% benefit from sales leverage was mostly offset by 0.9% due to restaurant wage inflation, of which 0.4% was due to minimum wage increases for our restaurants in California.

Occupancy costs decreased 0.1% as a percentage of total revenue for the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily due to 0.3% of sales leverage partially offset by 0.2% of increased occupancy expense, of which 0.1% was associated with existing restaurants and 0.1% was associated with new restaurants.

| Wages | | | | | | | | | 20.5 | | |

| Stock-based compensation | | | | | | | | | 5.3 | | |

| Restructuring costs | | | | | | | | | (6.5) | | |

| Other | | | | | | | | | 2.2 | | |

Impairment, Closure Costs, and Asset Disposals

| Impairment, closure costs, and asset disposals | | | $ | 26.9 | | | | | $ | 38.4 | | | | | (29.8%) | | |

Impairment, closure costs, and asset disposals decreased in dollar terms for the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily due to a gain on the sale of corporate equipment and higher charges related to the replacement of certain leasehold improvements in the comparable period.

As of December 31, 2024, $1.0 billion remained available for repurchases of shares of our common stock, which includes the $300.0 million additional authorization approved by our Board of Directors on December 17, 2024.

| Operating leases(1) | | | $ | 7,204 | | | | | $ | 502 | | | | | $ | 1,089 | | | | | $ | 1,036 | | | | | $ | 4,577 | |

| Purchase obligations(2) | | | 2,289 | | | | | | 1,161 | | | | | | 766 | | | | | | 362 | | | | | | \- | | |

| Total | | | $ | 9,493 | | | | | $ | 1,663 | | | | | $ | 1,855 | | | | | $ | 1,398 | | | | | $ | 4,577 | |

The increase was primarily due to higher net earnings and, to a lesser extent, net cash changes in operating assets and liabilities.

[removed: Many] [added: The prices] of [added: many of] the ingredients we use to prepare our food, as well as our packaging [removed: materials] [added: materials, kitchen equipment, construction material] and utilities to run our restaurants, are [removed: ingredients or commodities that are] affected by the price of other commodities, exchange rates, [removed: foreign demand,] [added: trade tariffs, limited sources, geopolitical conflict, animal disease outbreaks,] weather, [added: natural disaster,] seasonality, [removed: production, availability] [added: availability,] and other factors outside our control.

We work closely with our suppliers and use a mix of forward pricing protocols under which we agree with our supplier on fixed prices for deliveries at some time in the future, fixed pricing protocols under which we agree on a fixed price with our supplier for the duration of that protocol, formula pricing protocols under which the prices we pay are based on a specified formula related to the prices of the goods, such as spot prices [removed: or based on changes] in industry indices, and range forward protocols under which we agree on a price range for the duration of that protocol.

In some cases, we [removed: have] [added: agree to] minimum purchase obligations.

We [removed: have tried] [added: work] to [removed: increase] [added: diversify] the number of suppliers [added: and geographic locations] for our ingredients, [added: packaging, equipment, construction and utilities,] which we believe can help mitigate pricing volatility and supply continuity risks, and we [removed: follow] [added: monitor] industry news, trade tariffs, exchange rates, foreign demand, weather, geopolitical crises and other world events that may affect our ingredient prices.

We also could experience shortages of key ingredients for many unforeseen reasons, such as crop damage due to [added: natural disasters or] inclement weather, if our suppliers [removed: need] [added: decide] to [removed: close or] [added: close,] restrict [removed: operations,] [added: operations] or [added: divert supply to other sales channels, or] due to industry-wide shipping and freight delays.

We are exposed to interest rate risk through [removed: fluctuations of] interest [removed: rates] [added: rate fluctuations] on our investments.

As of December 31, [removed: 2024,] [added: 2025,] we had [removed: $2.3] [added: $1.3] billion in cash and cash equivalents, current and long-term investments, and restricted cash, of which the substantial majority are interest bearing.

As of December 31, [removed: 2024,] [added: 2025,] we owned [removed: and operated 3,644] [added: 3,938] Chipotle restaurants throughout the United States (“U.S.”) and [removed: 82] [added: 104] international Chipotle restaurants.

Additionally, we had [removed: three] [added: 14] international [removed: licensed] [added: partner-operated] restaurants.

We manage our U.S. operations based on [removed: ten] [added: 11] regions and aggregate our operations to one reportable segment.

[removed: We are] [added: Chipotle is] a brand with a demonstrated purpose of Cultivating a Better World.

In Chipotle-owned [removed: and operated] restaurants, we strive to serve only animal products that are raised in accordance with criteria we have established [removed: in an effort] to improve sustainability and promote animal welfare, and without the use of non-therapeutic antibiotics or added growth hormones.

We work with [removed: 26] [added: multiple] independently owned and operated regional distribution centers that purchase from various suppliers we carefully select based on the suppliers' understanding of and adherence to our mission and Food with Integrity standards, quality and price availability.

- supplier [removed: interventions] [added: intervention] steps to mitigate food safety risks before ingredients reach [removed: Chipotle;] [added: Chipotle restaurants;] and

These and other food safety practices underscore our commitment to [removed: be] [added: being] a leader in food safety while continuing to serve high-quality food that our guests love.

To help achieve this goal, we have a Food Safety Advisory Council comprised of some of the nation’s foremost food safety [removed: authorities.][added: authorities who are independent of Chipotle.]

[removed: Our] [added: In addition, our] food safety and quality assurance team members hold board seats and participate in technical working groups with several [removed: associations.][added: associations, which gives us the opportunity to learn and share our knowledge and expertise with other food safety professionals and regulatory agencies.]

Digital sales represented [removed: 35.1%] [added: 36.7%] of food and beverage revenue in [removed: 2024,] [added: 2025,] compared to [removed: 37.4%] [added: 35.1%] in [removed: 2023.][added: 2024.]

As of December 31, [removed: 2024,] [added: 2025,] Chipotle employed [removed: 130,504] [added: 130,301] people worldwide and [removed: 1,328] [added: 1,233] contract workers.

Of our employees, [removed: 127,820] [added: 127,116] worked in the United States, and [removed: 2,684] [added: 3,185] worked internationally across Canada, France, Germany, and the United Kingdom.

Within the U.S., [removed: 126,233] [added: 125,408] employees worked in our restaurants, and [removed: 1,587] [added: 1,708] in our Restaurant Support Centers and Field Leadership.

There were no union petitions or campaigns in [removed: 2024,] [added: 2025,] and we continue to bargain in good faith with the one restaurant that voted in 2022 to form a union.

[removed: We also continue to focus] [added: In 2025, nearly all newly promoted General Managers completed training focused] on [removed: building] [added: fostering] a positive people culture where employees feel supported, heard, and [removed: are] able to grow with Chipotle.

We [removed: remain] [added: are] committed to the growth, development, and advancement of our people.

In [removed: 2024, over 85%] [added: 2025, nearly 90%] of our in-restaurant leadership roles were filled through internal promotions, which remains a critical component [removed: to] [added: of] our staffing strategy.

[removed: Importantly, amongst] [added: Notably, internal advancement within] our Field Leadership [removed: roles (Field] [added: positions—including Field] Leaders, Team [removed: Directors, Regional] Directors [removed: of Operations,] and Regional Vice [removed: Presidents), the internal promotion rate was] [added: Presidents—was] above [removed: 80%.][added: 82%.]

The financial, physical, and mental [removed: well being] [added: well-being] of our employees remains [removed: our] [added: a] top priority.

We believe we have compelling compensation packages and incentive [removed: programs,] [added: programs] and a robust suite of benefit offerings that enable us to engage current team members and attract new team members.

- We [removed: have made substantial investments in our compensation packages, including] [added: offer] competitive wages and industry leading incentive programs, such as our annual and quarterly bonus programs.

- We offer a Debt-Free Degree program that provides Chipotle employees' access to nearly 100 degrees at [removed: 10 universities,] [added: over 20 universities and accredited institutions,] completely tuition free.

- We offer [removed: a] student loan payment matching programs via our 401(k) retirement program.

See “Risk Factors” in Item 1A for [added: a] discussion of risks relating to federal, state, local and international laws and regulations applicable to our business.

The fast-casual, quick-service, and casual dining segments of the restaurant industry are highly competitive with respect to, among other things, taste, price, food quality and presentation, [added: customer] service, location, convenience, brand reputation, and cleanliness and ambience of each restaurant.

Partner-operated restaurants represent Chipotle restaurants over which Chipotle does not have a controlling financial interest and for which Chipotle does not directly manage day-to-day operations.

This includes restaurants operated by third parties pursuant to license or franchise agreements and restaurants in which Chipotle holds a minority, non-controlling ownership interest.

Our Recipe for Growth strategy leans into what uniquely differentiates Chipotle, with a focus on accelerating growth and sharpening competitiveness.

The strategy is grounded in five key areas:

- Protect and strengthen the core by driving operational and culinary excellence to deliver exceptional value for our guests;

- Evolve the brand messaging and accelerate menu innovation and new occasions that drive demand into our restaurants;

- Modernize our business model with industry-leading technology, including leveraging AI and relaunching our Rewards Program, to elevate the experience for our guests and teams;

- Expand our global reach by scaling with intention through proven, company-owned and partner operated markets, as well as strategic new regions; and

- Cultivate the best talent in the industry that is energized and focused on speed and agility.

When hiring external talent, our focus is on building a scalable talent engine that powers growth and advances our vision to Cultivate a Better World.

With Ava Cado, a virtual scheduling assistant, candidates can apply, complete applications, and schedule interviews in a few minutes.

This tool is intended to broaden access and streamline hiring, enabling managers to focus on operations and our guest experience.

We continue to provide targeted staffing support for new restaurant openings and restaurants with elevated staffing needs by deploying new marketing efforts to targeted audiences telling relevant stories.

We are focused on quality of hire by reviewing our labor and shift models, enhancing Ava Cado and training General Managers on best-in-class hiring practices.

By providing engaging workplaces, inclusive hiring practices, competitive pay and incentives, and comprehensive benefits, we position ourselves as an employer of choice.

In 2025, we broadened our C&I function with programs rooted in continuous listening, accountability, and engagement.

The employee lifecycle at Chipotle represents every stage of an employee's journey, from attracting and hiring great people, to developing their skills, growing their careers, and celebrating their contributions – all in an inclusive environment.

Our focus areas include:

- Deepening empathy and field consideration by designing people practices that balance operational excellence with the employee experience, reflect the realities of restaurant teams, elevate field voices, and ensure leaders act with understanding, fairness, and care.

- Delivering cultural experiences and expanded programs that promote inclusive competencies and leader accountability for sustainable progress.

- Developing a consistent strategy for inclusive storytelling that promotes our values, celebrates our employees, engages our fans and increases employee generated content.

- Creating and socializing a consistent, company-wide approach to celebrating and appreciating employees to reinforce values, behaviors, and our culture.

We are dedicated to building a high-performing organization through a comprehensive talent strategy focused on attracting, developing, and retaining top talent across all levels.

In 2025, more than 23,000 employees earned promotions.

Our strong recruitment, onboarding, and training programs are designed to position new hires and recently promoted team members for success while reinforcing alignment with Chipotle’s mission and values.

We continue to offer a range of targeted initiatives that strengthen leadership capabilities where they are most critical by:

- Strengthening role readiness by introducing additional rigor into role preparation processes.

This includes implementing e-learning modules for restaurant leadership, enhancing training content for our Certified Training Managers, elevating our cohort-based Field Leader in Training program, and enriching the Field Leader experience through upgraded content in our flagship program, Cultivate U.

- Enhancing our onboarding experience through a redesigned new hire orientation for Restaurant Support Center employees and the introduction of a dedicated orientation program for Field Leaders.

Additionally, we have a People Leader Fundamentals program that ensures Restaurant Support Center leaders are well-versed in core People Processes, reinforcing consistency and effectiveness in leadership practices across the organization.

- Supporting leadership growth through topic-rich Learning Labs intended for Field Leaders and above, and Restaurant Support Center team members.

These 60-minute live sessions focus on developing leadership skills and knowledge essential for personal and professional advancement.

- Leveraging our People Technology platforms by adding succession planning capabilities in Workday, including a dedicated process for Field Leader and above.

These updates provide greater visibility into talent pipelines across regions and sub-regions.

Individual Development Plans and the 360 Feedback tool, which allows us to gather well-rounded feedback about leaders, are now fully integrated and live within Workday, supporting career development and performance feedback.

Collectively, these initiatives strengthen leadership capability, improve employee engagement, and position the organization for sustained operational excellence and long-term growth.

In 2025, we expanded access to mental health resources and added weight management support programs.

- We started new partnerships focused on helping our employees with sleep, meditation, mental fortitude, and cardiometabolic health.

In 2025, we relaunched employee sentiment surveys to learn more about what we are doing well and where we have opportunities.

Soliciting feedback using a confidential process helps us continue to foster an inclusive culture where everyone feels valued, heard, and respected.

Our mission is to win today while we grow our future by focusing on five key fundamental strategies:

- Running successful restaurants with a people accountable culture that provides great Food with Integrity while delivering exceptional in-restaurant and digital experiences;

- Amplifying technology and innovation to drive growth and productivity at our restaurants, support centers and in our supply chain;

- Making the brand visible, relevant, and loved to acquire new guests and improve overall guest engagement;

- Sustaining world class people leadership by developing and retaining top talent at every level; and

- Expanding access and convenience by accelerating new restaurant openings in North America and internationally.

This gives us the opportunity to learn and share our knowledge and expertise with other food safety professionals and regulatory agencies.

To continually attract and hire external talent, we remain focused on creating a best-in-class job seeker and General Manager hiring experience that prioritizes speed, but that also aims to create a transparent process; an experience that identifies shift-specific needs and elevates our talent bar for quality-of-hire.

We have seen early success with our new virtual hiring assistant "Ava Cado", almost doubling our application flow.

With Ava Cado, approximately 90% of applications are completed, and restaurants are leveraging automated interview rescheduling, freeing up managers to run great restaurants and serve our guests.

To expand our recruitment marketing efforts we continue developing both new and existing partnerships, such as Transition Overwatch and Recruit Military, which assist transitioning Veterans and their spouses.

We also prioritize understanding the hiring needs of our international operations in Canada, the United Kingdom, France, and Germany.

Our purpose extends beyond serving nutritious food using real ingredients.

We are on a journey to create a global culture where everyone is welcome and feels a genuine sense of belonging, and we believe this is achieved through our daily interactions and commitment to model inclusive leadership.

In 2024, Chipotle continued to invest in employee development and training.

Our learning programs include inclusive topics and skill-building to provide our leaders with the resources they need to succeed in their current roles and prepare for the future.

Our training programs will continue to evolve to respond to a constantly changing world.

Devotion to our culture of inclusivity emanates from our values and the belief that our people make us what we are.

We do not see inclusion as a moment, but a movement towards a future where all people can experience success as their best authentic selves.

That is why our efforts are not confined to certain roles, departments, identities, or geographies.

Driven by a strategy spanning across culture, community, candidate, career, and commerce, we are making meaningful strides towards a future where diversity is understood, embraced, and is a source of our strength.

Maintaining a work environment where all people can succeed as their full authentic self is critical to our success as a business.

To deliver meaningful programs that meet the needs of our employees, it is important we understand the dynamic composition of our workforce.

As of December 31, 2024, 48.9% of our workforce was male and 49.8% of our workforce was female.


Our most recent Equal Employment Opportunity consolidated report is posted on the Investors page of our website at www.ir.chipotle.com under Corporate Governance – Human Capital Information and additional details about the demographics of our employee population is included in our biennial Sustainability Report and interim Update Report on our website www.chipotle.com/sustainability*.*

We have undertaken a range of activity to promote a culture of inclusion:

- We continue to drive a consistent and structured candidate interview process with interview guides.

This ensures top candidates are identified through equitable hiring practices in both internal and external candidate interviews.

We also launched an internal job board across multiple communication channels to provide increased visibility and access to internal opportunities.

- In 2024, Chipotle hired a Director of C&I to create and execute a strategy for inclusion, advise across Centers of Excellence, and enhance existing programs with C&I training.

This specialized role is also responsible for the continued maturation of our Employee Resource Groups through a new strategy that improves the leader and member experience.

- We have a holistic approach to pay equity to ensure consistent and equitable compensation among our employees.

We retain an independent third-party compensation consultant each year to conduct a pay equity analysis of our U.S. and Canadian workforce, including factors of pay (e.g., grade level, tenure in role, most recent promotion) and external market conditions (e.g., geographic location), to ensure equitable treatment among our employees.

In 2024, our review included 99% of our U.S. and Canadian employee population, excluding only approximately 50 of our most senior management employees.

The analysis identified small, isolated pay gaps for certain segments of the population, and we subsequently made pay adjustments to close those gaps.

Since there are not many common roles among our 50 most senior executives, we consider both internal equity by level, as well as individualized market data, to help ensure we maintain pay equity among this group.

We are committed to cultivating a high-performing workforce through a talent development strategy that prioritizes attracting, developing, and retaining exceptional talent at every level of the organization.

In 2024, we promoted over 23,000 employees.

Our robust hiring, onboarding, and training programs ensure our newly hired and recently promoted employees are set up for success and are aligned with Chipotle's values and goals.

“Commitments and [removed: Contingencies”](#i9dfd4dc468064b2c9c891f1ea8fab677_124)] [added: Contingencies”](#i3d6ae241cf9b4df4963272e16fb5c1b4_175)] in our consolidated financial statements included in Item 8.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

As of June 30, [removed: 2024,] [added: 2025,] the aggregate market value of the registrant’s outstanding common equity held by non-affiliates was [removed: $72.256] [added: $64.0] billion, based on the closing price of the registrant’s common stock on June [removed: 28, 2024,] [added: 30, 2025,] the last trading day of the registrant’s most recently completed second fiscal quarter.

As of January [removed: 31, 2025,] [added: 30, 2026,] there were [removed: 1,355,337] [added: 1,302,423] shares of the registrant’s common stock, par value of $0.01 per share outstanding.

Part III incorporates certain information by reference from the registrant’s definitive proxy statement for the [removed: 2025] [added: 2026] annual meeting of shareholders, which will be filed no later than 120 days after the close of the registrant’s fiscal year ended December 31, [removed: 2024.][added: 2025.]

| [Item [removed: 1.](#i9dfd4dc468064b2c9c891f1ea8fab677_13)] [added: 1.](#i3d6ae241cf9b4df4963272e16fb5c1b4_13)] | | | [removed: [Business](#i9dfd4dc468064b2c9c891f1ea8fab677_13)] [added: [Business](#i3d6ae241cf9b4df4963272e16fb5c1b4_13)] | | | [removed: [3](#i9dfd4dc468064b2c9c891f1ea8fab677_13)] [added: [4](#i3d6ae241cf9b4df4963272e16fb5c1b4_13)] | | |

| [Item [removed: 1A.](#i9dfd4dc468064b2c9c891f1ea8fab677_16)] [added: 1A.](#i3d6ae241cf9b4df4963272e16fb5c1b4_16)] | | | [Risk [removed: Factors](#i9dfd4dc468064b2c9c891f1ea8fab677_16)] [added: Factors](#i3d6ae241cf9b4df4963272e16fb5c1b4_16)] | | | [removed: [10](#i9dfd4dc468064b2c9c891f1ea8fab677_16)] [added: [9](#i3d6ae241cf9b4df4963272e16fb5c1b4_16)] | | |

| [Item [removed: 1B.](#i9dfd4dc468064b2c9c891f1ea8fab677_19)] [added: 1B.](#i3d6ae241cf9b4df4963272e16fb5c1b4_19)] | | | [Unresolved Staff [removed: Comments](#i9dfd4dc468064b2c9c891f1ea8fab677_19)] [added: Comments](#i3d6ae241cf9b4df4963272e16fb5c1b4_19)] | | | [removed: [21](#i9dfd4dc468064b2c9c891f1ea8fab677_19)] [added: [20](#i3d6ae241cf9b4df4963272e16fb5c1b4_19)] | | |

| [Item [removed: 1C.](#i9dfd4dc468064b2c9c891f1ea8fab677_22)] [added: 1C.](#i3d6ae241cf9b4df4963272e16fb5c1b4_22)] | | | [removed: [Cybersecurity](#i9dfd4dc468064b2c9c891f1ea8fab677_22)] [added: [Cybersecurity](#i3d6ae241cf9b4df4963272e16fb5c1b4_22)] | | | [removed: [21](#i9dfd4dc468064b2c9c891f1ea8fab677_22)] [added: [20](#i3d6ae241cf9b4df4963272e16fb5c1b4_22)] | | |

| [Item [removed: 2.](#i9dfd4dc468064b2c9c891f1ea8fab677_25)] [added: 2.](#i3d6ae241cf9b4df4963272e16fb5c1b4_25)] | | | [removed: [Properties](#i9dfd4dc468064b2c9c891f1ea8fab677_25)] [added: [Properties](#i3d6ae241cf9b4df4963272e16fb5c1b4_25)] | | | [removed: [23](#i9dfd4dc468064b2c9c891f1ea8fab677_25)] [added: [21](#i3d6ae241cf9b4df4963272e16fb5c1b4_25)] | | |

| [Item [removed: 3.](#i9dfd4dc468064b2c9c891f1ea8fab677_28)] [added: 3.](#i3d6ae241cf9b4df4963272e16fb5c1b4_28)] | | | [Legal [removed: Proceedings](#i9dfd4dc468064b2c9c891f1ea8fab677_28)] [added: Proceedings](#i3d6ae241cf9b4df4963272e16fb5c1b4_28)] | | | [removed: [23](#i9dfd4dc468064b2c9c891f1ea8fab677_28)] [added: [21](#i3d6ae241cf9b4df4963272e16fb5c1b4_28)] | | |

| [Item [removed: 4.](#i9dfd4dc468064b2c9c891f1ea8fab677_31)] [added: 4.](#i3d6ae241cf9b4df4963272e16fb5c1b4_31)] | | | [Mine Safety [removed: Disclosures](#i9dfd4dc468064b2c9c891f1ea8fab677_31)] [added: Disclosures](#i3d6ae241cf9b4df4963272e16fb5c1b4_31)] | | | [removed: [23](#i9dfd4dc468064b2c9c891f1ea8fab677_31)] [added: [21](#i3d6ae241cf9b4df4963272e16fb5c1b4_31)] | | |

| [Item [removed: 5.](#i9dfd4dc468064b2c9c891f1ea8fab677_37)] [added: 5.](#i3d6ae241cf9b4df4963272e16fb5c1b4_37)] | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i9dfd4dc468064b2c9c891f1ea8fab677_37)] [added: Securities](#i3d6ae241cf9b4df4963272e16fb5c1b4_37)] | | | [removed: [24](#i9dfd4dc468064b2c9c891f1ea8fab677_37)] [added: [22](#i3d6ae241cf9b4df4963272e16fb5c1b4_37)] | | |

| [Item [removed: 6.](#i9dfd4dc468064b2c9c891f1ea8fab677_40)] [added: 6.](#i3d6ae241cf9b4df4963272e16fb5c1b4_49)] | | | [removed: [Reserved](#i9dfd4dc468064b2c9c891f1ea8fab677_40)] [added: [Reserved](#i3d6ae241cf9b4df4963272e16fb5c1b4_49)] | | | [removed: [25](#i9dfd4dc468064b2c9c891f1ea8fab677_40)] [added: [23](#i3d6ae241cf9b4df4963272e16fb5c1b4_49)] | | |

| [Item [removed: 7.](#i9dfd4dc468064b2c9c891f1ea8fab677_43)] [added: 7.](#i3d6ae241cf9b4df4963272e16fb5c1b4_52)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i9dfd4dc468064b2c9c891f1ea8fab677_43)] [added: Operations](#i3d6ae241cf9b4df4963272e16fb5c1b4_52)] | | | [removed: [26](#i9dfd4dc468064b2c9c891f1ea8fab677_43)] [added: [24](#i3d6ae241cf9b4df4963272e16fb5c1b4_52)] | | |

| [Item [removed: 7A.](#i9dfd4dc468064b2c9c891f1ea8fab677_70)] [added: 7A.](#i3d6ae241cf9b4df4963272e16fb5c1b4_112)] | | | [Quantitative and Qualitative Disclosure About Market [removed: Risk](#i9dfd4dc468064b2c9c891f1ea8fab677_70)] [added: Risk](#i3d6ae241cf9b4df4963272e16fb5c1b4_112)] | | | [removed: [34](#i9dfd4dc468064b2c9c891f1ea8fab677_70)] [added: [32](#i3d6ae241cf9b4df4963272e16fb5c1b4_112)] | | |

| [Item [removed: 8.](#i9dfd4dc468064b2c9c891f1ea8fab677_73)] [added: 8.](#i3d6ae241cf9b4df4963272e16fb5c1b4_115)] | | | [Financial Statements and Supplementary [removed: Data](#i9dfd4dc468064b2c9c891f1ea8fab677_73)] [added: Data](#i3d6ae241cf9b4df4963272e16fb5c1b4_115)] | | | [removed: [35](#i9dfd4dc468064b2c9c891f1ea8fab677_73)] [added: [34](#i3d6ae241cf9b4df4963272e16fb5c1b4_115)] | | |

| | | | [Report of Independent Registered Public Accounting [removed: Firm](#i9dfd4dc468064b2c9c891f1ea8fab677_76)] [added: Firm](#i3d6ae241cf9b4df4963272e16fb5c1b4_118)] (PCAOB ID: 42) | | | [removed: [35](#i9dfd4dc468064b2c9c891f1ea8fab677_76)] [added: [34](#i3d6ae241cf9b4df4963272e16fb5c1b4_118)] | | |

| | | | [Consolidated Balance [removed: Sheets](#i9dfd4dc468064b2c9c891f1ea8fab677_79)] [added: Sheets](#i3d6ae241cf9b4df4963272e16fb5c1b4_121)] | | | [removed: [37](#i9dfd4dc468064b2c9c891f1ea8fab677_79)] [added: [36](#i3d6ae241cf9b4df4963272e16fb5c1b4_121)] | | |

| | | | [Consolidated Statements of Income and Comprehensive [removed: Income](#i9dfd4dc468064b2c9c891f1ea8fab677_82)] [added: Income](#i3d6ae241cf9b4df4963272e16fb5c1b4_124)] | | | [removed: [38](#i9dfd4dc468064b2c9c891f1ea8fab677_82)] [added: [37](#i3d6ae241cf9b4df4963272e16fb5c1b4_124)] | | |

| | | | [Consolidated Statements of Shareholders’ [removed: Equity](#i9dfd4dc468064b2c9c891f1ea8fab677_85)] [added: Equity](#i3d6ae241cf9b4df4963272e16fb5c1b4_127)] | | | [removed: [39](#i9dfd4dc468064b2c9c891f1ea8fab677_85)] [added: [38](#i3d6ae241cf9b4df4963272e16fb5c1b4_127)] | | |

| | | | [Consolidated Statements of Cash [removed: Flows](#i9dfd4dc468064b2c9c891f1ea8fab677_88)] [added: Flows](#i3d6ae241cf9b4df4963272e16fb5c1b4_130)] | | | [removed: [40](#i9dfd4dc468064b2c9c891f1ea8fab677_88)] [added: [39](#i3d6ae241cf9b4df4963272e16fb5c1b4_130)] | | |

| | | | [Notes to Consolidated Financial [removed: Statements](#i9dfd4dc468064b2c9c891f1ea8fab677_91)] [added: Statements](#i3d6ae241cf9b4df4963272e16fb5c1b4_133)] | | | [removed: [41](#i9dfd4dc468064b2c9c891f1ea8fab677_91)] [added: [40](#i3d6ae241cf9b4df4963272e16fb5c1b4_133)] | | |

| | | | [Note 1 – Description of Business and Summary of Significant Accounting [removed: Policies](#i9dfd4dc468064b2c9c891f1ea8fab677_94)] [added: Policies](#i3d6ae241cf9b4df4963272e16fb5c1b4_136)] | | | [removed: [41](#i9dfd4dc468064b2c9c891f1ea8fab677_94)] [added: [40](#i3d6ae241cf9b4df4963272e16fb5c1b4_136)] | | |

| | | | [Note 2 – Supplemental Balance Sheet [removed: Information](#i9dfd4dc468064b2c9c891f1ea8fab677_97)] [added: Information](#i3d6ae241cf9b4df4963272e16fb5c1b4_145)] | | | [removed: [48](#i9dfd4dc468064b2c9c891f1ea8fab677_97)] [added: [47](#i3d6ae241cf9b4df4963272e16fb5c1b4_145)] | | |

| | | | [Note 3 – Revenue [removed: Recognition](#i9dfd4dc468064b2c9c891f1ea8fab677_100)] [added: Recognition](#i3d6ae241cf9b4df4963272e16fb5c1b4_148)] | | | [removed: [49](#i9dfd4dc468064b2c9c891f1ea8fab677_100)] [added: [48](#i3d6ae241cf9b4df4963272e16fb5c1b4_148)] | | |

| | | | [Note 4 – Fair Value [removed: Measurements](#i9dfd4dc468064b2c9c891f1ea8fab677_103)] [added: Measurements](#i3d6ae241cf9b4df4963272e16fb5c1b4_151)] | | | [removed: [50](#i9dfd4dc468064b2c9c891f1ea8fab677_103)] [added: [49](#i3d6ae241cf9b4df4963272e16fb5c1b4_151)] | | |

| | | | [Note 5 – Equity [removed: Investments](#i9dfd4dc468064b2c9c891f1ea8fab677_106)] [added: Investments](#i3d6ae241cf9b4df4963272e16fb5c1b4_154)] | | | [removed: [51](#i9dfd4dc468064b2c9c891f1ea8fab677_106)] [added: [50](#i3d6ae241cf9b4df4963272e16fb5c1b4_154)] | | |

| | | | [Note 6 – Income [removed: Taxes](#i9dfd4dc468064b2c9c891f1ea8fab677_109)] [added: Taxes](#i3d6ae241cf9b4df4963272e16fb5c1b4_157)] | | | [removed: [52](#i9dfd4dc468064b2c9c891f1ea8fab677_109)] [added: [51](#i3d6ae241cf9b4df4963272e16fb5c1b4_157)] | | |

| | | | [Note 7 – Shareholders’ [removed: Equity](#i9dfd4dc468064b2c9c891f1ea8fab677_112)] [added: Equity](#i3d6ae241cf9b4df4963272e16fb5c1b4_160)] | | | [removed: [55](#i9dfd4dc468064b2c9c891f1ea8fab677_112)] [added: [55](#i3d6ae241cf9b4df4963272e16fb5c1b4_160)] | | |

| | | | [Note 8 – Stock-Based Compensation and Employee Benefit [removed: Plans](#i9dfd4dc468064b2c9c891f1ea8fab677_115)] [added: Plans](#i3d6ae241cf9b4df4963272e16fb5c1b4_163)] | | | [removed: [55](#i9dfd4dc468064b2c9c891f1ea8fab677_115)] [added: [55](#i3d6ae241cf9b4df4963272e16fb5c1b4_163)] | | |

| | | | [Note 10 – Earnings Per [removed: Share](#i9dfd4dc468064b2c9c891f1ea8fab677_121)] [added: Share](#i3d6ae241cf9b4df4963272e16fb5c1b4_172)] | | | [removed: [60](#i9dfd4dc468064b2c9c891f1ea8fab677_121)] [added: [60](#i3d6ae241cf9b4df4963272e16fb5c1b4_172)] | | |

| | | | [Note 11 – Commitments and [removed: Contingencies](#i9dfd4dc468064b2c9c891f1ea8fab677_124)] [added: Contingencies](#i3d6ae241cf9b4df4963272e16fb5c1b4_175)] | | | [removed: [60](#i9dfd4dc468064b2c9c891f1ea8fab677_124)] [added: [60](#i3d6ae241cf9b4df4963272e16fb5c1b4_175)] | | |

| | | | [Note 13 – Related Party [removed: Transactions](#i9dfd4dc468064b2c9c891f1ea8fab677_130)] [added: Transactions](#i3d6ae241cf9b4df4963272e16fb5c1b4_181)] | | | [removed: [61](#i9dfd4dc468064b2c9c891f1ea8fab677_130)] [added: [61](#i3d6ae241cf9b4df4963272e16fb5c1b4_181)] | | |

| [Item [removed: 9.](#i9dfd4dc468064b2c9c891f1ea8fab677_133)] [added: 9.](#i3d6ae241cf9b4df4963272e16fb5c1b4_187)] | | | [Changes in and Disagreements [removed: With] [added: with] Accountants on Accounting and Financial [removed: Disclosure](#i9dfd4dc468064b2c9c891f1ea8fab677_133)] [added: Disclosure](#i3d6ae241cf9b4df4963272e16fb5c1b4_187)] | | | [removed: [64](#i9dfd4dc468064b2c9c891f1ea8fab677_133)] [added: [63](#i3d6ae241cf9b4df4963272e16fb5c1b4_187)] | | |

| [Item [removed: 9A.](#i9dfd4dc468064b2c9c891f1ea8fab677_136)] [added: 9A.](#i3d6ae241cf9b4df4963272e16fb5c1b4_190)] | | | [Controls and [removed: Procedures](#i9dfd4dc468064b2c9c891f1ea8fab677_136)] [added: Procedures](#i3d6ae241cf9b4df4963272e16fb5c1b4_190)] | | | [removed: [64](#i9dfd4dc468064b2c9c891f1ea8fab677_136)] [added: [63](#i3d6ae241cf9b4df4963272e16fb5c1b4_190)] | | |

| [Item [removed: 9B.](#i9dfd4dc468064b2c9c891f1ea8fab677_139)] [added: 9B.](#i3d6ae241cf9b4df4963272e16fb5c1b4_193)] | | | [Other [removed: Information](#i9dfd4dc468064b2c9c891f1ea8fab677_139)] [added: Information](#i3d6ae241cf9b4df4963272e16fb5c1b4_193)] | | | [removed: [66](#i9dfd4dc468064b2c9c891f1ea8fab677_139)] [added: [65](#i3d6ae241cf9b4df4963272e16fb5c1b4_193)] | | |

| [Item [removed: 9C.](#i9dfd4dc468064b2c9c891f1ea8fab677_142)] [added: 9C.](#i3d6ae241cf9b4df4963272e16fb5c1b4_199)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i9dfd4dc468064b2c9c891f1ea8fab677_142)] [added: Inspections](#i3d6ae241cf9b4df4963272e16fb5c1b4_199)] | | | [removed: [66](#i9dfd4dc468064b2c9c891f1ea8fab677_142)] [added: [65](#i3d6ae241cf9b4df4963272e16fb5c1b4_199)] | | |

| [Item [removed: 10.](#i9dfd4dc468064b2c9c891f1ea8fab677_148)] [added: 10.](#i3d6ae241cf9b4df4963272e16fb5c1b4_205)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i9dfd4dc468064b2c9c891f1ea8fab677_148)] [added: Governance](#i3d6ae241cf9b4df4963272e16fb5c1b4_205)] | | | [removed: [66](#i9dfd4dc468064b2c9c891f1ea8fab677_148)] [added: [65](#i3d6ae241cf9b4df4963272e16fb5c1b4_205)] | | |

| [Item [removed: 11.](#i9dfd4dc468064b2c9c891f1ea8fab677_151)] [added: 11.](#i3d6ae241cf9b4df4963272e16fb5c1b4_208)] | | | [Executive [removed: Compensation](#i9dfd4dc468064b2c9c891f1ea8fab677_151)] [added: Compensation](#i3d6ae241cf9b4df4963272e16fb5c1b4_208)] | | | [removed: [66](#i9dfd4dc468064b2c9c891f1ea8fab677_151)] [added: [65](#i3d6ae241cf9b4df4963272e16fb5c1b4_208)] | | |

| [Item [removed: 12.](#i9dfd4dc468064b2c9c891f1ea8fab677_154)] [added: 12.](#i3d6ae241cf9b4df4963272e16fb5c1b4_211)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i9dfd4dc468064b2c9c891f1ea8fab677_154)] [added: Matters](#i3d6ae241cf9b4df4963272e16fb5c1b4_211)] | | | [removed: [67](#i9dfd4dc468064b2c9c891f1ea8fab677_154)] [added: [66](#i3d6ae241cf9b4df4963272e16fb5c1b4_211)] | | |

| [PART I](#i3d6ae241cf9b4df4963272e16fb5c1b4_10) | | | | | | | | |

| [PART II](#i3d6ae241cf9b4df4963272e16fb5c1b4_34) | | | | | | | | |

| | | | [Note 9 – Leases](#i3d6ae241cf9b4df4963272e16fb5c1b4_169) | | | [58](#i3d6ae241cf9b4df4963272e16fb5c1b4_169) | | |

| | | | [Note 12 – Debt](#i3d6ae241cf9b4df4963272e16fb5c1b4_178) | | | [61](#i3d6ae241cf9b4df4963272e16fb5c1b4_178) | | |

| | | | [Note 14 – Segment Reporting](#i3d6ae241cf9b4df4963272e16fb5c1b4_184) | | | [61](#i3d6ae241cf9b4df4963272e16fb5c1b4_181) | | |

| [PART III](#i3d6ae241cf9b4df4963272e16fb5c1b4_202) | | | | | | | | |

| [PART IV](#i3d6ae241cf9b4df4963272e16fb5c1b4_220) | | | | | | | | |

| | | | [Signatures](#i3d6ae241cf9b4df4963272e16fb5c1b4_229) | | | [70](#i3d6ae241cf9b4df4963272e16fb5c1b4_229) | | |

*This report includes “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995.

You should not place undue reliance on forward-looking statements.

In addition, many of the foregoing risks and uncertainties are, or could be, exacerbated by any worsening of the global business and macroeconomic environment.

| [PART I](#i9dfd4dc468064b2c9c891f1ea8fab677_10) | | | | | | | | |

| [PART II](#i9dfd4dc468064b2c9c891f1ea8fab677_34) | | | | | | | | |

| | | | [Note 9 – Leases](#i9dfd4dc468064b2c9c891f1ea8fab677_118) | | | [59](#i9dfd4dc468064b2c9c891f1ea8fab677_118) | | |

| | | | [Note 12 – Debt](#i9dfd4dc468064b2c9c891f1ea8fab677_127) | | | [61](#i9dfd4dc468064b2c9c891f1ea8fab677_127) | | |

| | | | [Note 14 – Segment Reporting](#i9dfd4dc468064b2c9c891f1ea8fab677_638) | | | [61](#i9dfd4dc468064b2c9c891f1ea8fab677_130) | | |

| [PART III](#i9dfd4dc468064b2c9c891f1ea8fab677_145) | | | | | | | | |

| [PART IV](#i9dfd4dc468064b2c9c891f1ea8fab677_163) | | | | | | | | |

| | | | [Signatures](#i9dfd4dc468064b2c9c891f1ea8fab677_172) | | | [71](#i9dfd4dc468064b2c9c891f1ea8fab677_172) | | |

[removed: Our] [added: As part of our] enterprise risk management [removed: framework considers] [added: program, we consider] cybersecurity risk alongside other company risks as part of our overall risk assessment process.

Our enterprise risk management team collaborates with our Information Security function, led by our Chief Information Security Officer (“CISO”) and our [added: President,] Chief [removed: Customer] [added: Strategy] and Technology Officer [removed: (“CCTO”),] [added: (“CSTO”),] to gather insights for assessing, identifying and managing cybersecurity threat risks, [removed: their severity,] [added: the severity of the risks,] and potential mitigations.

We assess Chipotle’s Information Security program using an industry cybersecurity framework from the National Institute of Standards and [removed: Technology.][added: Technology (NIST).]

This program includes policies, processes and procedures that help [added: us] assess and identify our cybersecurity risks and inform how [added: our] security measures and controls are developed, implemented and maintained.

[removed: The] [added: We use the] risk assessment along with risk-based analysis and judgment [removed: are used] to select security controls to address risks.

During this process, the following factors, among others, are considered: likelihood and severity of risk, impact on the Company and [removed: others] [added: third parties we work with] if a risk materializes, feasibility and cost of controls and impact of controls on operations.

Additionally, when third party risks are identified, we require those third parties to [added: contractually] agree [removed: by contract] to implement appropriate security controls.

The plan sets forth the steps for coordination among various corporate functions and [removed: governance groups and] serves as a framework for the execution of responsibilities across businesses and operational roles.

Our cybersecurity risk management and strategy processes are led by our CISO and our [removed: CCTO.][added: CSTO.]

The Committee regularly reviews with and discusses cybersecurity, privacy and data security programs, the status of projects to strengthen internal cybersecurity, results from third-party assessments, and any significant cybersecurity incidents, including recent incidents at other companies and the emerging threat landscape with our CISO and [removed: CCTO.][added: CSTO.]

As of December 31, [removed: 2024,] [added: 2025,] Chipotle and our consolidated subsidiaries owned and operated [removed: 3,726] [added: 4,042] restaurants.

“Description of Business and Summary of Significant Accounting [removed: Policies”](#i9dfd4dc468064b2c9c891f1ea8fab677_94)] [added: Policies”](#i3d6ae241cf9b4df4963272e16fb5c1b4_136)] and [Note 9.

[removed: “Leases”](#i9dfd4dc468064b2c9c891f1ea8fab677_118)] [added: “Leases”](#i3d6ae241cf9b4df4963272e16fb5c1b4_169)] in our consolidated financial statements included in Item 8.

As of January [removed: 31, 2025,] [added: 30, 2026,] there were approximately [removed: 2,394] [added: 2,652] shareholders of record.

The table below reflects shares of common stock we repurchased during the fourth quarter of [removed: 2024.][added: 2025.]

(1)Shares were repurchased pursuant to repurchase [removed: programs] [added: authorizations] announced on July [removed: 24, 2024] [added: 23, 2025, September 15, 2025,] and [removed: October 29, 2024.][added: December 8, 2025.]

(2)The December total includes [removed: an additional $300 million] [added: $1.8 billion] in [removed: authorized repurchases] [added: additional authorizations] approved [added: by our Board of Directors] on December [removed: 17, 2024] [added: 4, 2025] and announced [removed: February 4,] [added: on December 8,] 2025.

The following graph compares the cumulative annual stockholders return on our common stock from December 31, [removed: 2019,] [added: 2020,] through December 31, [removed: 2024,] [added: 2025,] to that of the total return index for the S&P 500 and the S&P 500 Restaurants Index assuming an investment of $100 on December 31, [removed: 2019.][added: 2020.]

[removed: ][added: ]

| Company/Index | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | |

*$100 invested on December 31, [removed: 2019,] [added: 2020,] in stock or index, including reinvestment of dividends.

Fiscal year [removed: ending] [added: ended] December 31, [removed: 2024.][added: 2025.]

| Purchased 10/1 through 10/31 | | | | | | 5,104,055 | | | | | | $ | 38.89 | | | | | 5,104,055 | | | | | | $ | 453,758,675 | |

| Purchased 11/1 through 11/30 | | | | | | 10,929,053 | | | | | | $ | 31.30 | | | | | 10,929,053 | | | | | | $ | 111,656,732 | |

| Purchased 12/1 through 12/31 | | | | | | 5,688,884 | | | | | | $ | 35.33 | | | | | 5,688,884 | | | | | | $ | 1,710,669,225 | |

| Total | | | | | | 21,721,992 | | | | | | $ | 34.14 | | | | | 21,721,992 | | | | | | | | |

| Chipotle Mexican Grill, Inc. | | | $ | 100 | | | | | $ | 126 | | | | | $ | 100 | | | | | $ | 165 | | | | | $ | 217 | | | | | $ | 134 | |

| S&P 500 | | | 100 | | | | | | 129 | | | | | | 106 | | | | | | 133 | | | | | | 167 | | | | | | 196 | | |

| S&P 500 Restaurants | | | 100 | | | | | | 123 | | | | | | 113 | | | | | | 129 | | | | | | 136 | | | | | | 136 | | |

| Purchased 10/1 through 10/31 | | | | | | 1,474,582 | | | | | | $ | 58.05 | | | | | 1,474,582 | | | | | | $ | 973,992,478 | |

| Purchased 11/1 through 11/30 | | | | | | 2,348,512 | | | | | | $ | 59.14 | | | | | 2,348,512 | | | | | | $ | 835,097,636 | |

| Purchased 12/1 through 12/31 | | | | | | 1,713,277 | | | | | | $ | 62.31 | | | | | 1,713,277 | | | | | | $ | 1,028,341,738 | |

| Total | | | | | | 5,536,371 | | | | | | $ | 59.83 | | | | | 5,536,371 | | | | | | | | |

| Chipotle Mexican Grill, Inc. | | | $ | 100 | | | | | $ | 166 | | | | | $ | 209 | | | | | $ | 166 | | | | | $ | 273 | | | | | $ | 360 | |

| S&P 500 | | | 100 | | | | | | 116 | | | | | | 148 | | | | | | 119 | | | | | | 148 | | | | | | 182 | | |

| S&P 500 Restaurants | | | 100 | | | | | | 116 | | | | | | 140 | | | | | | 126 | | | | | | 142 | | | | | | 146 | | |

We have audited the accompanying consolidated balance sheets of Chipotle Mexican Grill, Inc. (the Company) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of income and comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February [removed: 5, 2025] [added: 4, 2026] expressed an unqualified opinion thereon.

| *Description of the Matter* | | | | | | The Company incurred [removed: $134.6] [added: $121.4] million in stock-based compensation expense during the year ended December 31, [removed: 2024.] [added: 2025.] Approximately [removed: 3,649,000] [added: 2,190,000] of the Company’s vested and non-vested stock awards were subject to performance conditions during the year ended December 31, [removed: 2024.] [added: 2025.] As described in Notes 1 and 8 of the consolidated financial statements, the Company records the grant date fair value of the performance stock awards and expenses the fair value of the performance stock awards subject to service conditions over the respective vesting period. Stock-based compensation expense of stock awards subject to performance conditions is based on the estimated probability of achieving levels of performance associated with particular levels of payout. Additionally, at each reporting period, the Company evaluates the probable outcome of the performance conditions including consideration of significant assumptions and as applicable, recognizes the cumulative effect of the change in estimate in the period of the change. Auditing the estimated quantity of awards the Company determined are probable of vesting for the Company’s stock awards subject to performance conditions was complex and judgmental. In particular, the stock compensation expense is sensitive to significant assumptions including management’s internal estimates of the Company’s future performance. Those estimates are based on certain targets relating to growth in cumulative base restaurant cash flow dollars. | | |

[removed: February 5, 2025][added: | | | | 2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| | | | [added: | | | | | |] 2024 | | | | | | 2023 | | |

| Cash and cash equivalents | | | $ | [removed: 748,537] [added: 350,545] | | | | | $ | [removed: 560,609] [added: 748,537] | |

| Accounts receivable, net | | | [removed: 143,963] [added: 156,466] | | | | | | [removed: 115,535] [added: 143,963] | | |

| Inventory | | | [removed: 48,942] [added: 49,508] | | | | | | [removed: 39,309] [added: 48,942] | | |

| Prepaid expenses and other current assets | | | [removed: 97,538] [added: 120,450] | | | | | | [removed: 117,462] [added: 97,538] | | |

| Income tax receivable | | | [removed: 67,229] [added: 91,393] | | | | | | [removed: 52,960] [added: 67,229] | | |

| Investments | | | [removed: 674,378] [added: 698,591] | | | | | | [removed: 734,838] [added: 674,378] | | |

| Total current assets | | | [removed: 1,780,587] [added: 1,466,953] | | | | | | [removed: 1,620,713] [added: 1,780,587] | | |

| Leasehold improvements, property and equipment, net | | | [removed: 2,390,126] [added: 2,679,361] | | | | | | [removed: 2,170,038] [added: 2,390,126] | | |

| Long-term investments | | | [removed: 868,025] [added: 197,123] | | | | | | [removed: 564,488] [added: 868,025] | | |

| Restricted cash | | | [removed: 29,842] [added: 35,364] | | | | | | [removed: 25,554] [added: 29,842] | | |

| Operating lease assets | | | [removed: 4,000,127] [added: 4,463,010] | | | | | | [removed: 3,578,548] [added: 4,000,127] | | |

| Other assets | | | [removed: 113,728] [added: 130,781] | | | | | | [removed: 63,082] [added: 113,728] | | |

| Total assets | | | $ | [removed: 9,204,374] [added: 8,994,531] | | | | | $ | [removed: 8,044,362] [added: 9,204,374] | |

| Accounts payable | | | $ | [removed: 210,695] [added: 212,813] | | | | | $ | [removed: 197,646] [added: 210,695] | |

| Accrued payroll and benefits | | | [removed: 261,913] [added: 250,126] | | | | | | [removed: 227,537] [added: 261,913] | | |

| Accrued liabilities | | | [removed: 179,747] [added: 182,448] | | | | | | [removed: 147,688] [added: 179,747] | | |

| Unearned revenue | | | [removed: 238,577] [added: 240,375] | | | | | | [removed: 209,680] [added: 238,577] | | |

| Current operating lease liabilities | | | [removed: 277,836] [added: 302,380] | | | | | | [removed: 248,074] [added: 277,836] | | |

| Total current liabilities | | | [removed: 1,168,768] [added: 1,188,142] | | | | | | [removed: 1,030,625] [added: 1,168,768] | | |

| Long-term operating lease liabilities | | | [removed: 4,262,782] [added: 4,773,434] | | | | | | [removed: 3,803,551] [added: 4,262,782] | | |

| Deferred income tax liabilities | | | [removed: 46,208] [added: 125,674] | | | | | | [removed: 89,109] [added: 46,208] | | |

| Other liabilities | | | [removed: 71,070] [added: 76,674] | | | | | | [removed: 58,870] [added: 71,070] | | |

| Total liabilities | | | [removed: 5,548,828] [added: 6,163,924] | | | | | | [removed: 4,982,155] [added: 5,548,828] | | |

| [removed: Preferred] [added: Common] stock, $0.01 par value, [removed: 600,000] [added: 11,500,000] shares authorized, [removed: no] [added: 1,304,360 and 1,358,751] shares issued as of December 31, [removed: 2024] [added: 2025] and [removed: December 31, 2023,] [added: 2024,] respectively | | | [removed: \-] [added: 13,044] | | | | | | [removed: \-] [added: 13,586] | | |

| Additional paid-in capital | | | [removed: 2,078,010] [added: 2,204,944] | | | | | | [removed: 1,937,794] [added: 2,078,010] | | |

| Accumulated other comprehensive loss | | | [removed: (10,282)] [added: (7,289)] | | | | | | [removed: (6,657)] [added: (10,282)] | | |

| Retained earnings | | | [removed: 1,574,232] [added: 619,908] | | | | | | [removed: 6,056,985] [added: 1,574,232] | | |

| Total shareholders' equity | | | [removed: 3,655,546] [added: 2,830,607] | | | | | | [removed: 3,062,207] [added: 3,655,546] | | |

| Total liabilities and shareholders' equity | | | $ | [removed: 9,204,374] [added: 8,994,531] | | | | | $ | [removed: 8,044,362] [added: 9,204,374] | |

| | | | Year ended December 31, | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | |]

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Food and beverage revenue | | | $ | [removed: 11,247,384] [added: 11,866,051] | | | | | $ | [removed: 9,804,124] [added: 11,247,384] | | | | | $ | [removed: 8,558,001] [added: 9,804,124] | |

| Delivery service revenue | | | [removed: 66,469] [added: 59,550] | | | | | | [removed: 67,525] [added: 66,469] | | | | | | [removed: 76,651] [added: 67,525] | | |

| Total revenue | | | [removed: 11,313,853] [added: 11,925,601] | | | | | | [removed: 9,871,649] [added: 11,313,853] | | | | | | [removed: 8,634,652] [added: 9,871,649] | | |

February 4, 2026

| | | | 2025 | | | | | | 2024 | | |

| Repurchase of common stock | | | (56,832) | | | | | | (568) | | | | | | \- | | | | | | \- | | | | | | \- | | | | | | (2,490,085) | | | | | | \- | | | | | | (2,490,653) | | |

| Net income | | | \- | | | | | | \- | | | | | | \- | | | | | | \- | | | | | | \- | | | | | | 1,535,761 | | | | | | \- | | | | | | 1,535,761 | | |

| Balance, December 31, 2025 | | | 1,304,360 | | | | | | $ | 13,044 | | | | | $ | 2,204,944 | | | | | \- | | | | | | $ | \- | | | | | $ | 619,908 | | | | | $ | (7,289) | | | | | $ | 2,830,607 | |

| | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

| Net income | | | $ | 1,535,761 | | | | | $ | 1,534,110 | | | | | $ | 1,228,737 | |

| Depreciation and amortization | | | 361,382 | | | | | | 335,030 | | | | | | 319,394 | | |

"Segment Reporting"](#i3d6ae241cf9b4df4963272e16fb5c1b4_184).

We may acquire certain nonrefundable income tax credits from unrelated parties pursuant to applicable U.S. federal credit transfer provisions.

Amounts paid to purchase such credits are recorded as an asset until the credits are applied to reduce our U.S. federal income tax liability.

Consistent with the governing tax rules, the purchase price of acquired credits is not deductible for income tax purposes, and transferred credits do not qualify for refundable treatment.

We recognize the benefit of these acquired credits as a reduction of our current provision for income taxes in the period in which the credits are utilized.

Because acquired nonrefundable credits do not arise from temporary differences between the financial reporting bases and tax bases of assets or liabilities, we do not record deferred tax assets or liabilities related to these transactions.

For the years ended December 31, 2025, 2024 and 2023, we recognized gift card breakage revenue of $27,877, $7,760 and $1,162, respectively.

We have adopted and applied the guidance under the ASU for our year ended December 31, 2025, using the prospective transition method.

See [Note 6.

In September 2025, the FASB issued ASU No. 2025-06, "Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements for Internal-Use Software" to modernize the accounting guidance for the costs incurred to obtain or develop software for internal use.

The ASU removes all the references to various stages of a software development project.

Under the new guidance, public entities shall begin capitalizing software costs when 1) management has authorized and committed to funding the software project and 2) it is probable that the project will be completed and the software will be used to perform the function intended.

| | | | 2025 | | | | | | 2024 | | |

| | | | 2025 | | | | | | 2024 | | |

| | | | 2025 | | | | | | 2024 | | |

| | | | 2025 | | | | | | 2024 | | |

| | | | 2025 | | | | | | 2024 | | |

| | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

| | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

Deferred Licensing Revenue

The deferred licensing revenue included in unearned revenue on the condensed consolidated balance sheets was as follows:

| | | | December 31, 2025 | | | | | | December 31, 2024 | | |

| Deferred licensing revenue | | | $ | 1,976 | | | | | $ | \- | |

| | | | December 31, 2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Cash | | | $ | 62,637 | | | | | $ | \- | | | | | $ | \- | | | | | $ | 62,637 | | | | | $ | 62,637 | | | | | $ | \- | | | | | $ | \- | |

| U.S. Treasury securities | | | 776,272 | | | | | | 3,655 | | | | | | \- | | | | | | 779,927 | | | | | | \- | | | | | | 676,816 | | | | | | 99,456 | | |

| Subtotal | | | 1,077,626 | | | | | | 3,675 | | | | | | \- | | | | | | 1,081,301 | | | | | | 287,908 | | | | | | 690,262 | | | | | | 99,456 | | |

| Notes receivable(2) | | | 13,946 | | | | | | 583 | | | | | | \- | | | | | | 14,529 | | | | | | \- | | | | | | 4,529 | | | | | | 10,000 | | |

| Subtotal | | | 28,347 | | | | | | 616 | | | | | | \- | | | | | | 28,963 | | | | | | \- | | | | | | 8,329 | | | | | | 20,601 | | |

| Total | | | $ | 1,168,610 | | | | | $ | 4,291 | | | | | $ | \- | | | | | $ | 1,172,901 | | | | | $ | 350,545 | | | | | $ | 698,591 | | | | | $ | 120,057 | |

| | | | 2025 | | | | | | 2024 | | |

| | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

| Common stock, $0.01 par value, 11,500,000 shares authorized, 1,358,751 and 1,874,139 shares issued as of December 31, 2024 and December 31, 2023, respectively | | | 13,586 | | | | | | 18,741 | | |

| Treasury stock, at cost, 0 and 502,843 common shares as of December 31, 2024 and December 31, 2023, respectively | | | \- | | | | | | (4,944,656) | | |

| Balance, December 31, 2021 | | | 1,856,597 | | | | | | $ | 18,566 | | | | | $ | 1,711,117 | | | | | 452,622 | | | | | | $ | (3,356,102) | | | | | $ | 3,929,147 | | | | | $ | (5,354) | | | | | $ | 2,297,374 | |

| Repurchase of common stock | | | \- | | | | | | \- | | | | | | \- | | | | | | 32,029 | | | | | | (925,912) | | | | | | \- | | | | | | \- | | | | | | (925,912) | | |

| Net income | | | \- | | | | | | \- | | | | | | \- | | | | | | \- | | | | | | \- | | | | | | 899,101 | | | | | | \- | | | | | | 899,101 | | |

"Segment Reporting"](#i9dfd4dc468064b2c9c891f1ea8fab677_638).

In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure.” The ASU updates reportable segment disclosure requirements, primarily through requiring enhanced disclosures about significant segment expenses and information used to assess segment performance.

The amendments do not change how segments are determined, aggregated, or how thresholds are applied to determine reportable segments.

We adopted ASU No. 2023-07 during the year ended December 31, 2024.

In March 2024, the Securities and Exchange Commission ("SEC") issued its final climate disclosure rules.

The rules require disclosure of climate-related information outside of the audited financial statements and disclosure in the footnotes addressing specified financial statement effects of severe weather events and other natural conditions above certain financial thresholds, certain carbon offsets and renewable energy credits or certificates, if material.

Disclosure requirements will begin phasing in for fiscal years beginning on or after January 1, 2025.

On April 4, 2024, the SEC determined to voluntarily stay the effective date of the final rules pending certain legal challenges.

We are currently evaluating the impact of adopting the new rules and continue to monitor the status of the related legal challenges.

| | | | December 31, 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Cash | | | $ | 128,458 | | | | | $ | \- | | | | | $ | \- | | | | | $ | 128,458 | | | | | $ | 128,458 | | | | | $ | \- | | | | | $ | \- | |

| U.S. Treasury securities | | | 1,200,658 | | | | | | 4,352 | | | | | | 4,083 | | | | | | 1,200,927 | | | | | | \- | | | | | | 731,339 | | | | | | 469,319 | | |

| Subtotal | | | 1,652,564 | | | | | | 4,365 | | | | | | 4,090 | | | | | | 1,652,839 | | | | | | 432,151 | | | | | | 731,339 | | | | | | 489,074 | | |

| Notes receivable(2) | | | 14,500 | | | | | | 1,289 | | | | | | 141 | | | | | | 15,648 | | | | | | \- | | | | | | 2,500 | | | | | | 13,148 | | |

| Subtotal | | | 31,901 | | | | | | 1,289 | | | | | | 168 | | | | | | 33,022 | | | | | | \- | | | | | | 3,499 | | | | | | 29,550 | | |

| Total | | | $ | 1,812,923 | | | | | $ | 5,654 | | | | | $ | 4,258 | | | | | $ | 1,814,319 | | | | | $ | 560,609 | | | | | $ | 734,838 | | | | | $ | 518,624 | |

| Foreign | | | (4,385) | | | | | | (7,606) | | | | | | 3,771 | | |

| | | | (47,331) | | | | | | (17,130) | | | | | | (39,671) | | |

| Valuation allowance | | | 4,394 | | | | | | 7,625 | | | | | | (3,524) | | |

The effective tax rate differs from the statutory tax rates as follows:

We were subject to an examination by the Internal Revenue Service (“IRS”) for our U.S. income tax returns for the tax year ended December 31, 2020.

As a result of the examination, the IRS has issued an immaterial assessment of income taxes, interest, and penalties.

Currently, we expect expirations of statutes of limitations, excluding indemnified amounts, on reserves of approximately $3,035 within the next twelve months.

It is reasonably possible the amount of the unrecognized benefit with respect to certain unrecognized positions could significantly increase or decrease within the next twelve months and would have an impact on net income.

As of December 31, 2024, we had $1,028,342 authorized for repurchasing shares of our common stock, which includes $300,000 in additional authorizations approved by our Board of Directors on December 17, 2024.

Prior to June 26, 2024, shares we repurchased were held in treasury stock until they were reissued or retired at the discretion of our Board of Directors.

During the second quarter of 2024, we retired 507,166 shares of its common stock that were being held as treasury stock.

The retirement resulted in a reduction of $5,194,196 in treasury stock, $5,072 in the par value of common stock, and $5,189,124 in retained earnings.

| Outstanding, January 1, 2024 | | | 14,738 | | | | | | $ | 26.05 | | | | | 4.4 | | | | | | $ | 290,156 | |

| Granted | | | 2,533 | | | | | | 53.04 | | | | | | | | | | | | | | |

| Exercised | | | (5,077) | | | | | | 21.83 | | | | | | | | | | | | | | |

| Forfeited | | | (1,780) | | | | | | 38.56 | | | | | | | | | | | | | | |

| Exercisable, December 31, 2024 | | | 4,152 | | | | | | 22.88 | | | | | | 2.6 | | | | | | 155,371 | | |

| Vested and expected to vest, December 31, 2024 | | | 9,997 | | | | | | 32.07 | | | | | | 4.1 | | | | | | 282,450 | | |

| Outstanding, January 1, 2024 | | | 3,002 | | | | | | $ | 32.08 | |

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed in Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and [added: Director and] Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As of December 31, [removed: 2024,] [added: 2025,] we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and [added: Director and] Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures.

Based on the foregoing, our Chief Executive Officer and [added: Director and] Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this annual report.

There were no changes during the fiscal quarter ended December 31, [removed: 2024] [added: 2025] in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (the “2013 framework”).

Based on that assessment, management concluded that, as of December 31, [removed: 2024,] [added: 2025,] our internal control over financial reporting was effective based on the criteria established in the 2013 framework.

Our independent registered public accounting firm, Ernst & Young LLP, has issued an attestation report on the effectiveness of our internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]

We have audited Chipotle Mexican Grill, Inc.’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Chipotle Mexican Grill, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of income and comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes and our report dated February [removed: 5, 2025] [added: 4, 2026] expressed an unqualified opinion thereon.

February 4, 2026

February 5, 2025

[removed: Except as disclosed below,] [added: During the quarter ended December 31, 2025,] no Section 16 officer or director, as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934 [removed: adopted] [added: adopted,] modified or terminated a written trading plan for the purchase or sale of the Company’s securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or a non-Rule 10b5-1 trading arrangement (as defined in Item 408 of Regulation S-K of the Exchange Act).

Scott Boatwright, our Chief Executive Officer, adopted a new written trading plan on December 6, 2024 for the sale of up to 247,050 shares of the Company’s common stock, subject to certain conditions, from March 5, 2025, at the earliest, until December 31, 2025, at the latest.

This trading plan was adopted during an open trading window and complies with the Company’s Insider Trading Policy.

Actual transactions will be disclosed in Section 16 filings made with the SEC in accordance with applicable securities laws, rules and regulations.

[removed: Incorporated by reference from the] [added: The] definitive proxy statement for our [removed: 2025] [added: 2026] annual meeting of [removed: shareholders, which] [added: shareholders] will be filed no later than 120 days after December 31, [removed: 2024.][added: 2025.]

[removed: The] [added: A copy of our] Insider Trading Policy is filed as [removed: an exhibit] [added: Exhibit 19.1] to this Annual Report.

The information contained in the sections entitled “Executive Officers,” “Proposal 1 – Election of Directors,” “Information Regarding the Director Nominees,” “Corporate Governance” and “Insider Trading Policy and Prohibition on Hedging and Pledging” in our definitive proxy statement for our 2026 annual meeting of shareholders is incorporated herein by reference.

All of our employees and the members of our Board of Directors are subject to Chipotle’s Code of Ethics, which is available on the Investors page of our corporate website at ir.chipotle.com under Corporate Governance.

We will disclose any amendments to or waivers of the Code of Ethics for directors or executive officers on our website.

Our Board of Directors has adopted a set of Corporate Governance Guidelines and written charters for each of our three standing Board committees: the Audit & Risk Committee, which was established in accordance with Section 5(a)(58)(A) of the Exchange Act, the Compensation, People & Culture Committee, and the Nominating and Governance Committee.

The Corporate Governance Guidelines and the charters of the three standing committees are available on the Investors page of our corporate website at *ir.chipotle.com* under Corporate Governance.

Our Policy governs the purchase, sale, gift and other dispositions of our securities and is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the listing standards of the NYSE.

The information contained in the sections entitled “Information Regarding the Director Nominees - Director Compensation,” “Compensation Committee Interlocks and Insider Participation,” “Compensation Discussion and Analysis,” “Compensation, People and Culture Committee Report,” “2025 Compensation Tables,” and “Corporate Governance” in our definitive proxy statement for our 2026 annual meeting of shareholders is incorporated herein by reference.

Incorporated by reference from the definitive proxy statement for our 2025 annual meeting of shareholders, which will be filed no later than 120 days after December 31, 2024.

Our current and historical practice is to grant equity awards only during periods when our trading window for insiders is open pursuant to our Insider Trading Policy.

The annual equity grant, including to our executive officers, usually occurs within one week after we publicly announce our financial results for the fourth quarter and full fiscal year and our interim equity grants during the year (for example, to newly hired or promoted employees) usually occurs within one week after we publicly announce our financial results for a financial quarter.

In 2024, the Compensation, People and Culture Committee of our Board approved the annual grant of equity awards on February 9, 2024, which was the day the trading window for insiders opened after we announced our 2023 fourth quarter and full year financial results.

We filed our 2023 Annual Report on Form 10-K with the SEC on February 7, 2024; however, our filing occurred after the SEC’s filing cutoff time and our 2023 Annual Report on Form 10-K received a filing date of February 8, 2024.

As a result, the annual grant of equity awards to our named executive officers, including the grant of the SOSARs listed in the table below, occurred one business day after the filing of our 2023 Annual Report on Form 10-K with the SEC.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Name | | | Grant Date | | | | | | Number of securities underly the award | | | | | | Exercise price of the award ($/SH) | | | | | | Grant date fair value of the award | | | | | | Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information | | |

| Brian Niccol | | | 2/9/2024 | | | | | | 476,800 | | | | | | $ | 52.77 | | | | | $ | 8,048,384 | | | | | (1.08)% | | |

| Jack Hartung | | | 2/9/2024 | | | | | | 154,000 | | | | | | $ | 52.77 | | | | | $ | 2,599,520 | | | | | (1.08)% | | |

| Curt Garner | | | 2/9/2024 | | | | | | 148,100 | | | | | | $ | 52.77 | | | | | $ | 2,499,928 | | | | | (1.08)% | | |

| Scott Boatwright | | | 2/9/2024 | | | | | | 118,500 | | | | | | $ | 52.77 | | | | | $ | 2,002,800 | | | | | (1.08)% | | |

| Chris Brandt | | | 2/9/2024 | | | | | | 56,300 | | | | | | $ | 52.77 | | | | | $ | 950,592 | | | | | (1.08)% | | |

Incorporated by reference from the definitive proxy statement for our [removed: 2025] [added: 2026] annual meeting of shareholders, which will be filed no later than 120 days after December 31, [removed: 2024.][added: 2025.]

(2)Includes [removed: 105,568,859] [added: 102,111,114] shares remaining available under the Chipotle Mexican Grill, Inc. 2022 Stock Incentive Plan, and [removed: 12,310,654] [added: 12,209,166] shares remaining available under the Chipotle Mexican Grill, Inc. Employee Stock Purchase Plan.

In addition to being available for future issuance upon exercise of SOSARs or stock options that may be granted after December 31, [removed: 2024,] [added: 2025,] all of the shares available for grant under the Chipotle Mexican Grill, Inc. 2022 Stock Incentive Plan, may instead be issued in the form of restricted stock, restricted stock units, performance [removed: shares] [added: stock units] or other equity-based awards.

Additional information for this item is incorporated by reference from the definitive proxy statement for our [removed: 2025] [added: 2026] annual meeting of shareholders, which will be filed no later than 120 days after December 31, [removed: 2024.][added: 2025.]

| Equity Compensation Plans Approved by Security Holders | | | 16,329,476 | | | | | | $ | 38.80 | | | | | 114,320,280 | | |

| Total | | | 16,329,476 | | | | | | $ | 38.80 | | | | | 114,320,280 | | |

| Equity Compensation Plans Approved by Security Holders | | | 16,805,202 | | | | | | $ | 32.53 | | | | | 117,879,513 | | |

| Total | | | 16,805,202 | | | | | | $ | 32.53 | | | | | 117,879,513 | | |

Incorporated by reference from the definitive proxy statement for our [removed: 2025] [added: 2026] annual meeting of shareholders, which will be filed no later than 120 days after December 31, [removed: 2024.][added: 2025.]

Incorporated by reference from the definitive proxy statement for our [removed: 2025] [added: 2026] annual meeting of shareholders, which will be filed no later than 120 days after December 31, [removed: 2024.][added: 2025.]

- Consolidated Statements of Income and Comprehensive Income for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022;][added: 2023;]

- Consolidated Balance Sheets as of December 31, [removed: 2024] [added: 2025] and [removed: 2023;][added: 2024;]

- Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022;][added: 2023;]

- Consolidated Statements of Equity for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022;][added: 2023;]

| 4.2 | | | | | | [Description of Chipotle Securities](https://www.sec.gov/Archives/edgar/data/1058090/000105809025000014/exh42-capitalstock.htm) | | | | | | [added: 10-K] | | | | | | [added: 001-32731] | | | | | | [added: February 5, 2025] | | | | | | [added: 4.2] | | | | | | [removed: X] | | |

| [removed: 10.6†] [added: 10.33†] | | | | | | [removed: [Offer Letter,] [added: [Letter Agreement] dated [removed: February 11, 2018,] [added: May 5, 2025] between [removed: Brian R. Niccol] [added: Jack Hartung] and Chipotle Mexican Grill, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1058090/000105809018000022/cmg-20180214xex10_1.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1058090/000105809025000033/exh101-letteragreement.htm)] | | | | | | 8-K | | | | | | 001-32731 | | | | | | [removed: February 15, 2018] [added: May 7, 2025] | | | | | | 10.1 | | | | | | | | |

| [removed: 10.7†] [added: 10.6†] | | | | | | [Form of 2018 Stock Appreciation Rights Agreement](https://www.sec.gov/Archives/edgar/data/1058090/000105809018000042/cmg-20180331xex10_14.htm) | | | | | | 10-Q | | | | | | 001-32731 | | | | | | April 26, 2018 | | | | | | 10.14 | | | | | | | | |

| [removed: 10.8] [added: 10.7] | | | | | | [Revolving Credit Agreement dated [removed: April 13, 2021,] [added: June 24, 2025,] among Chipotle Mexican Grill, Inc. and JPMorgan Chase Bank, N.A., Administrative Agent, and other lenders party to the [removed: Agreement, amended February 1, 2023](https://www.sec.gov/Archives/edgar/data/1058090/000156276224000023/cmg-20231231xex10_10.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/1058090/000105809025000047/a101.htm)] | | | | | | [removed: 10-K] [added: 8-K] | | | | | | 001-32731 | | | | | | [removed: February 7, 2024] [added: June 27, 2025] | | | | | | [removed: 10.10] [added: 10.1] | | | | | | | | |

| [removed: 10.9†] [added: 10.8†] | | | | | | [Form of 2020 Stock Appreciation Rights Agreement](https://www.sec.gov/Archives/edgar/data/0001058090/000105809021000010/cmg-20201231xex10_36.htm) | | | | | | 10-K | | | | | | 001-32731 | | | | | | February 10, 2021 | | | | | | 10.36 | | | | | | | | |

| 10.10† | | | | | | [Form of 2022 [removed: Restricted] Stock [removed: Unit Agreement](https://www.sec.gov/Archives/edgar/data/1058090/000105809022000027/cmg-20220331xex10_1.htm)] [added: Option Agreement (Canada)](https://www.sec.gov/Archives/edgar/data/1058090/000105809022000027/cmg-20220331xex10_4.htm)] | | | | | | 10-Q | | | | | | 001-32731 | | | | | | April 28, 2022 | | | | | | [removed: 10.1] [added: 10.4] | | | | | | | | |

| [removed: 10.11†] [added: 10.9†] | | | | | | [Form of 2022 Stock Appreciation Rights Agreement](https://www.sec.gov/Archives/edgar/data/1058090/000105809022000027/cmg-20220331xex10_2.htm) | | | | | | 10-Q | | | | | | 001-32731 | | | | | | April 28, 2022 | | | | | | 10.2 | | | | | | | | |

| [removed: 10.12†] [added: 10.15†] | | | | | | [Form of [removed: 2022] [added: 2023] Performance Share [removed: Agreement](https://www.sec.gov/Archives/edgar/data/1058090/000105809022000027/cmg-20220331xex10_3.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/1058090/000105809023000020/cmg-20230331xex10_3.htm)] | | | | | | 10-Q | | | | | | 001-32731 | | | | | | April [removed: 28, 2022] [added: 27, 2023] | | | | | | 10.3 | | | | | | | | |

| [removed: 10.13†] [added: 10.16†] | | | | | | [Form of [removed: 2022] [added: 2023] Stock Option Agreement [removed: (Canada)](https://www.sec.gov/Archives/edgar/data/1058090/000105809022000027/cmg-20220331xex10_4.htm)] [added: (Canada)](https://www.sec.gov/Archives/edgar/data/1058090/000105809023000020/cmg-20230331xex10_4.htm)] | | | | | | 10-Q | | | | | | 001-32731 | | | | | | April [removed: 28, 2022] [added: 27, 2023] | | | | | | 10.4 | | | | | | | | |

| [removed: 10.14†] [added: 10.11†] | | | | | | [Director Compensation Program and Stock Ownership Guidelines (Revised August [removed: 19, 2024)](https://www.sec.gov/Archives/edgar/data/1058090/000105809025000014/exh1014-directorcompensati.htm)] [added: 27, 2025)](https://www.sec.gov/Archives/edgar/data/1058090/000105809025000088/ex101.htm)] | | | | | | [added: 10-Q] | | | | | | [added: 001-32731] | | | | | | [added: October 30, 2025] | | | | | | [added: 10.1] | | | | | | [removed: X] | | |

| [removed: 10.15†] [added: 10.12†] | | | | | | [Chipotle Mexican Grill, Inc. 2022 Stock Incentive Plan](https://www.sec.gov/Archives/edgar/data/1058090/000105809022000036/cmg-20220630xex10_2.htm) | | | | | | 10-Q | | | | | | 001-32731 | | | | | | July 27, 2022 | | | | | | 10.2 | | | | | | | | |

| [removed: 10.16†] [added: 10.13†] | | | | | | [Form of 2023 Restricted Stock Unit Agreement](https://www.sec.gov/Archives/edgar/data/1058090/000105809023000020/cmg-20230331xex10_1.htm) | | | | | | 10-Q | | | | | | 001-32731 | | | | | | April 27, 2023 | | | | | | 10.1 | | | | | | | | |

| [removed: 10.17†] [added: 10.14†] | | | | | | [Form of 2023 Stock Appreciation Rights Agreement](https://www.sec.gov/Archives/edgar/data/1058090/000105809023000020/cmg-20230331xex10_2.htm) | | | | | | 10-Q | | | | | | 001-32731 | | | | | | April 27, 2023 | | | | | | 10.2 | | | | | | | | |

| [removed: 10.18†] [added: 10.21†] | | | | | | [Form of [removed: 2023] [added: 2024] Performance Share [removed: Agreement](https://www.sec.gov/Archives/edgar/data/1058090/000105809023000020/cmg-20230331xex10_3.htm)] [added: Unit Agreement](https://www.sec.gov/Archives/edgar/data/1058090/000105809024000015/exh10-2xformof2024performa.htm)] | | | | | | 10-Q | | | | | | 001-32731 | | | | | | April [removed: 27, 2023] [added: 25, 2024] | | | | | | [removed: 10.3] [added: 10.2] | | | | | | | | |

| [removed: 10.19†] [added: 10.23†] | | | | | | [Form of [removed: 2023 Stock] [added: 2024] Option Agreement [removed: (Canada)](https://www.sec.gov/Archives/edgar/data/1058090/000105809023000020/cmg-20230331xex10_4.htm)] [added: (Canada)](https://www.sec.gov/Archives/edgar/data/1058090/000105809024000015/exh10-4formof2024optionagr.htm)] | | | | | | 10-Q | | | | | | 001-32731 | | | | | | April [removed: 27, 2023] [added: 25, 2024] | | | | | | 10.4 | | | | | | | | |

| [removed: 10.20†] [added: 10.17†] | | | | | | [Chipotle Mexican Grill, Inc. Employee Stock Purchase Plan](https://www.sec.gov/Archives/edgar/data/1058090/000105809023000041/cmg-20230930xex10_1.htm) | | | | | | 10-Q | | | | | | 001-32731 | | | | | | October 27, 2023 | | | | | | 10.1 | | | | | | | | |

| [removed: 10.21†] [added: 10.18†] | | | | | | [Supplemental Deferred Investment Plan](https://www.sec.gov/Archives/edgar/data/1058090/000105809023000010/cmg-20221231xex10_33.htm) | | | | | | 10-K | | | | | | 001-32731 | | | | | | February 9, 2023 | | | | | | 10.33 | | | | | | | | |

| [removed: 10.22†] [added: 10.19†] | | | | | | [Executive Officer Severance Plan](https://www.sec.gov/Archives/edgar/data/1058090/000156276224000023/cmg-20231231xex10_25.htm) | | | | | | 10-K | | | | | | 001-32731 | | | | | | February [removed: 7,] [added: 8,] 2024 | | | | | | 10.25 | | | | | | | | |

| [removed: 10.23†] [added: 10.20†] | | | | | | [Form of 2024 Restricted Stock Unit Agreement](https://www.sec.gov/Archives/edgar/data/1058090/000105809024000015/exh10-1formof2024restricte.htm) | | | | | | 10-Q | | | | | | 001-32731 | | | | | | April 25, 2024 | | | | | | 10.1 | | | | | | | | |

| [removed: 10.24†] [added: 10.30†] | | | | | | [Form of [removed: 2024] [added: 2025] Performance Share Unit [removed: Agreement](https://www.sec.gov/Archives/edgar/data/1058090/000105809024000015/exh10-2xformof2024performa.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/1058090/000105809025000031/exh102-formof2025psuagreem.htm)] | | | | | | 10-Q | | | | | | 001-32731 | | | | | | April [removed: 25, 2024] [added: 24, 2025] | | | | | | 10.2 | | | | | | | | |

| [removed: 10.25†] [added: 10.22†] | | | | | | [Form on 2024 Stock Appreciation Rights Agreement](https://www.sec.gov/Archives/edgar/data/1058090/000105809024000015/exh10-3formof2024stockappr.htm) | | | | | | 10-Q | | | | | | 001-32731 | | | | | | April 25, 2024 | | | | | | 10.3 | | | | | | | | |

| [removed: 10.26†] [added: 10.32†] | | | | | | [Form of [removed: 2024] [added: 2025] Option Agreement [removed: (Canada)](https://www.sec.gov/Archives/edgar/data/1058090/000105809024000015/exh10-4formof2024optionagr.htm)] [added: (Canada)](https://www.sec.gov/Archives/edgar/data/1058090/000105809025000031/exh104-formof2025optionagr.htm)] | | | | | | 10-Q | | | | | | 001-32731 | | | | | | April [removed: 25, 2024] [added: 24, 2025] | | | | | | 10.4 | | | | | | | | |

| [removed: 10.27†] [added: 10.24†] | | | | | | [Form of 2024 Retention Restricted Stock Unit Award Agreement for Interim CEO](https://www.sec.gov/Archives/edgar/data/1058090/000105809024000050/a101formof2024retentionrsu.htm) | | | | | | 10-Q | | | | | | 001-32731 | | | | | | October [removed: 29,] [added: 30,] 2024 | | | | | | 10.1 | | | | | | | | |

| [removed: 10.28†] [added: 10.25†] | | | | | | [Form of 2024 Retention Restricted Stock Unit Award Agreement for President and Chief Strategy Officer](https://www.sec.gov/Archives/edgar/data/1058090/000105809024000050/a102formof2024retentionrsu.htm) | | | | | | 10-Q | | | | | | 001-32731 | | | | | | October [removed: 29,] [added: 30,] 2024 | | | | | | 10.2 | | | | | | | | |

| [removed: 10.29†] [added: 10.26†] | | | | | | [Form of 2024 Retention Restricted Stock Unit Award Agreement for other Executive Officers](https://www.sec.gov/Archives/edgar/data/1058090/000105809024000050/a103formof2024retentionrsu.htm) | | | | | | 10-Q | | | | | | 001-32731 | | | | | | October [removed: 29,] [added: 30,] 2024 | | | | | | 10.3 | | | | | | | | |

| [removed: 10.30†] [added: 10.27†] | | | | | | [Form of Incremental Restricted Stock Unit Award Agreement for Interim CEO](https://www.sec.gov/Archives/edgar/data/1058090/000105809024000050/a104formofrsuagreement-inc.htm) | | | | | | 10-Q | | | | | | 001-32731 | | | | | | October [removed: 29,] [added: 30,] 2024 | | | | | | 10.4 | | | | | | | | |

| [removed: 10.31†] [added: 10.28†] | | | | | | [Form of Incremental Restricted Stock Unit Award Agreement for CFO](https://www.sec.gov/Archives/edgar/data/1058090/000105809024000050/a105formof2024rsuagreement.htm) | | | | | | 10-Q | | | | | | 001-32731 | | | | | | October [removed: 29,] [added: 30,] 2024 | | | | | | 10.5 | | | | | | | | |

| 19.1 | | | | | | [Insider Trading Policy](https://www.sec.gov/Archives/edgar/data/1058090/000105809025000014/cmg-20241231xex191.htm) | | | | | | [removed: \-] [added: 10-K] | | | | | | [removed: \-] [added: 001-32731] | | | | | | [removed: \-] [added: February 5, 2025] | | | | | | [removed: \-] [added: 19.1] | | | | | | [removed: X] | | |

| 21.1 | | | | | | [Subsidiaries of Chipotle Mexican Grill, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1058090/000105809025000014/cmg-20241231xex211.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1058090/000105809026000009/cmg-20251231xex211.htm)] | | | | | | \- | | | | | | \- | | | | | | \- | | | | | | \- | | | | | | X | | |

| 23.1 | | | | | | [Consent of Ernst & Young LLP (as the independent registered public accounting firm of Chipotle Mexican Grill, [removed: Inc.)](https://www.sec.gov/Archives/edgar/data/1058090/000105809025000014/cmg-20241231xex231.htm)] [added: Inc.)](https://www.sec.gov/Archives/edgar/data/1058090/000105809026000009/cmg-20251231xex231.htm)] | | | | | | \- | | | | | | \- | | | | | | \- | | | | | | \- | | | | | | X | | |

| 31.1 | | | | | | [Certification of Chief Executive Officer of Chipotle Mexican Grill, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1058090/000105809025000014/cmg-20241231xex311.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1058090/000105809026000009/cmg-20251231xex311.htm)] | | | | | | \- | | | | | | \- | | | | | | \- | | | | | | \- | | | | | | X | | |

| 31.2 | | | | | | [Certification of Chief Financial and Administrative Officer of Chipotle Mexican Grill, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1058090/000105809025000014/cmg-20241231xex312.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1058090/000105809026000009/cmg-20251231xex312.htm)] | | | | | | \- | | | | | | \- | | | | | | \- | | | | | | \- | | | | | | X | | |

| 32.1 | | | | | | [Certification of Chief Executive Officer and Chief Financial and Administrative Officer of Chipotle Mexican Grill, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1058090/000105809025000014/cmg-20241231xex321.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1058090/000105809026000009/cmg-20251231xex321.htm)] | | | | | | \- | | | | | | \- | | | | | | \- | | | | | | \- | | | | | | X | | |

| 97.1† | | | | | | [Executive Compensation Recovery Policy](https://www.sec.gov/Archives/edgar/data/1058090/000156276224000023/cmg-20231231xex97_1.htm) | | | | | | 10-K | | | | | | 001-32731 | | | | | | February [removed: 7,] [added: 8,] 2024 | | | | | | 97.1 | | | | | | | | |

| 10.29† | | | | | | [Form of 2025 Restricted Stock Unit Agreement](https://www.sec.gov/Archives/edgar/data/1058090/000105809025000031/exh101-formof2025rsuagreem.htm) | | | | | | 10-Q | | | | | | 001-32731 | | | | | | April 24, 2025 | | | | | | 10.1 | | | | | | | | |

| 10.31† | | | | | | [Form of 2025 Stock Appreciation Rights Agreement](https://www.sec.gov/Archives/edgar/data/1058090/000105809025000031/exh103-formof2025sosaragre.htm) | | | | | | 10-Q | | | | | | 001-32731 | | | | | | April 24, 2025 | | | | | | 10.3 | | | | | | | | |

Date: February [removed: 5, 2025][added: 4, 2026]

| /s/ SCOTT BOATWRIGHT | | | | | | February [removed: 5, 2025] [added: 4, 2026] | | | | | | Chief Executive Officer [added: and Director] (principal executive officer) | | |

| /s/ ADAM RYMER | | | | | | February [removed: 5, 2025] [added: 4, 2026] | | | | | | Chief Financial Officer (principal financial officer) | | |

| /s/ SCOTT MAW | | | | | | February [removed: 5, 2025] [added: 4, 2026] | | | | | | Chairman of the Board and Director | | |

| /s/ ALBERT BALDOCCHI | | | | | | February [removed: 5, 2025] [added: 4, 2026] | | | | | | Director | | |

| Albert [removed: S.] Baldocchi | | | | | | | | | | | | | | |

| /s/ MATTHEW CAREY | | | | | | February [removed: 5, 2025] [added: 4, 2026] | | | | | | Director | | |